Spider-Man Unlimited
by The Whip
Summary: Spider-Man has lost everything. Now, in a new universe, he must decide: will he return to the role of hero? Swat Kats, Madoka Amona as his pals and Pikachu.
1. Chapter 1

**Spider-Man Unlimited: Spidey's origins.**

**Chapter 1: Star-crossed**

**Two figures were stared at their hometown of New York. The figures were revealed from the lights that still remained on, as they stood up, slightly hunched from the injuries. The first one was a male individual, slim but small frame lean build, appeared about 17 of age. He wore ****a full-body suit made out of little tiny robots known as nanobots, covering him from head to toe, wears a mask color with some red on the sides and the middle was black with two white large eyes pieces, hiding the eyes completely. The main body of the suit was all black in some of middles with blues lining mixed in there, but inside of the thighs were red lines down to the calves, on the calves to ankles were three red lines looks like three spider legs. On his chest was the insignia of a red spider, with it fronts legs stretching outward and outlining his shoulders, as well as the bottom legs going his waist, making a sort of belt. On his forearms, were what appeared to be be armguards made to look like spiders, reaching out to the back of his hands make hands guards as well. His fingers were black with blue lining on the edges of the fingers too. On his back, where his neck met his back, was a red spider insignia, and under that, was a cape made to look like webbing, that reached down to his butt, and torn at the end. The second was a female ****individual, slender build, about the 16 of age. She wore a ****full-body suit made out of the same material of the male's costume, covering from head to toe, colored red and blue. The helmet was covered with a blue visor and the helmet looks like a Samurai with a mouth guard plate covering her mouth, the main body of the suit was blue, but the inside of the thighs were red, on the calves to ankles were white wings resemble of a winged horse's wings. On her chest was the insignia of a white Pegasus, the 'P' in the background to the right and 'S' on the left with the head of a Pegasus, a white scarf of a Pegasus' wings. On her forearms were long hot pink gloves non fingerless and a twin belts strapped to her waist with looks like a BeyBlade string launcher of Gingka and a holster for a BeyBlade with the bey inside on the right side. This were Spider-Man and Pegasus, and secretly Spidey Parker and Madoka Amano, superheroes and ultimate hero with Spidey the abilities of a super spider and Madoka with the abilitys from Saint Rows the 4 and a Beyblade from Gingka the Big Bang Pegasus Beyblade, Spidey and Madoka former Avengers. Spidey couldn't bring himself to even think. It was too painful. If he tried to think, the memories would come back. Memories of those he loved...and those he lost and his best friend is with him Madoka.**

**(Spidey's weapons are the Ultimatrix, Indiana Jones' Bullwhip, Star Saber katana sword, Captain America's shield, Conner's tomhawk, army recuve long bow with arrows, Blade's sword, Beyblade launcher white and blue with a blue head of a dragon with a dragon grip from BeyBlade G-revolution and V-force, and the Beyblade Dragoon V and a Pokeball on his belt containing Pikachu).**

**Aunt May, MJ, Gwen, Harry, Dad(Captain America), when Spidey Spidey tried to picture their faces, all he could see were their broken and burned, lifeless bodies. Why did you have to die? Why did you have to leave me? And why couldn't I save you?**

**Spidey's adopted mother Natalia and the Avengers got transpoted to a sister dimesion of this world.**

**Spidey glanced down. He had been sitting on the roof of a building with Madoka, they couldn't even remember where, five stories up. If he would shot out a web line from the sky or the building or alien forms or Beyblade, he and she with her Bey would be able to survive a five-story fall without a problem. But now, they were humans in costumes. Humans were much more fragile. Spidey and Madoka slowly tipped themselves forward together. As their bodys lost its connection to the building, and began its swift descent to the street, 'Don't worry, everyone. We'll see you all soon.' Spidey thoughts. As ground neared, Spidey Parker and Madoka Amano saw a flash of blue light, and then saw nothing.**

**Metropolis**

**Spidey and Madoka knew they weren't dead. The dead don't feel pain, so that meant that they'd once again cheated death. Why was it that they couldn't die, but everyone that he cared about died? As Spidey and Madoka pulled themselves off the ground, they took in their surroundings. They could tell that this wasn't New York City anymore. They would have remembered a building with a huge golden planet statue that towered high enough to be seen even in the alley they were in.**

**"Great," Spidey muttered, "Instead of killing ourselves, we wound up in who-knows-where." They began to make their way out of the alley, but his Spider-Sense goes off as the sound of footsteps. They turned around to see several muscular men with bird wings coming out of their backs, and spears in their hands.**

**"Halt, humans!" one of them shouted. "Show us your identifications, or you two will face punishment!" Spidey and Madoka's angers, which had been simmering until now, boiled forth.**

**"You want to know who are we?" Spidey asked, slowly reaching for his launcher and the other one reaching for the bey and Madoka does the same, "We are..." they quick draw their launchers and bey and set up their gears and put them on the launchers and aim at them and grip the ripcord and ripstring. "SPIDER-MAN/PEGASUS! LET IT RIP!" The two yelled in usion and pulled them as the bey spun at high speed and gathering wind around. "We're also in the mood for some chicken!" They said. "Dragoon/Pegasus attack with Phantom Hurricane and Storm Bringer!" Spidey and Madoka commanded and the beys spin at them and a big torando surrounding the blue and red highlights white Bit Chip Beyblade and Pegasus spun around them at rapid speed and a blue fire surrounding them creating a space like portal and the tornado blasted all of the aliens out of the alley and across the street. They hit the ground, wings bend and broken limbs and unconscious, but alive. Spidey and Madoka looked up to see a ship hanging in the air. It clearly wasn't human, if the bird-men flying protectively around it any indication. Feeling that they still needed to vent some anger. "Dragoon come on out!" "Pegasus you do the same!" Spidey and Madoka commanded their bey and they glowed bright blue and his enormous Blue Dragon come out of it's bey and stands on his hind legs which were covered in gray and black strips with the thighs have dark yellow strips muscle and the feet were razor sharp silver claws with a snake like body with scales the blue back side and the front side has ice blue and the tail ended with a blade at the end and the arms were the same color of the legs and two blades sticking from the elbows and the forearms with the fingers five blade claws, the head has spikes sticking from the back top of the head and a metal mask with spikes on his face is his face, Sun-like jewels eyes slited and a big mouth and Dragoon unleash a loud roar and Pegasus come out of the bey all white horse with large wings and neighed loudly and they hopped on them Spidey hopped on Dragoon's head and Madoka mounted Pegasus and they flew into the night sky and heads towards the ship.**

**Thanagarian Prison Shuttle**

**Six members of the Justice League, some of Earth's greatest heroes, had been defeated. They had been betrayed by Hawkgirl, one of their own. Trapped in a sphere of red sun radiation lay Superman, the Man of Steel. In another cell, Wonder Woman, Princess of the Amazons, was bound to a pole by her own indestructible lasso. Near her cell was the Flash, the Fastest Man Alive, pinned to the ground by gravity generators. Across from him lay the Martian Manhunter, the last son of Mars, held by metals that he could not phase through. At the end of the hall were the cells of Batman, the World's Greatest Detective, and Green Lantern. The Lantern had been stripped of his power ring, and was thus helpless. Batman was simply not seen as a threat. A sense of defeat hung in the air, along with silence.**

**But that silcence was broken by the sound of shouting and gunfire. The Leaguers tried to see what was going on, when the door to the cell chamber exploded and timber to the ground. A semi-broken Thanagarian fell to the ground a few seconds later. Inside the chamber strode Spider-Man and Pegasus with two spinning tops on the ground spinning fast. They looked at the brightly-clad people before them.**

**"From what we can tell," said Spider-Man, "these chickens are the bad guys. Please tell me I'm right, because me and her are in a bad mood, and we don't want to make it worse by finding out that we broken the wrongs guys." They examined the captives closer.**

**Superman spoke up. "We're the Justice League. We fight to protect the Earth, and the people who live here."**

**Madoka tilted her head. "Justice League? Seriously? Nobody thought that name was a little corny?"**

**Flash tried to raise his head, but the gravity was too strong. He managed to say, "See? I'm not the only one who thinks so."**

**Spider-Man stopped in front of Wonder Woman's cell, and his eyes narrowed. He never did like the mistreatment of women, and this was a clear example of such. He punched the controls to the cell, and the force field lowered. "Don't move." He warned. He reached for his Pokeball and brought it out from his suit and press the button and the ball increased in size about three inches. "Pikachu! I choose you!" Toss the ball in the air and the ball open up and a white beam shot out and the beam changed into a form and the form is a small yellow, chubby, size of a house cat about one foot, four inches tall, with black eyes, red cheeks, big yellow ears with black tips, on his back were two brown strips, and a yellow lightning bolt shaped tail. "Pikachu use Iron Tail!" Spidey said and Pikachu nodded and jumped in the air and his tail turn dark silver and Pikachu swung it at the metal pillar. "Pika!" The iron tail silced the pillar in half.**

**Wonder Woman was able to use her super-strength to pull herself free. She slid out of her lasso, and then attached it to her hip. "You know," she said, "you could have just untied me."**

**Spider-Man shrugged and Pikachu jumped to his shoulder. "Sorry. Pikachu is sort of a big help to me." He turned around and began walking out of the cell, but he stopped and turned his head back to Diana. "By the way," he said, "I'm Spider-Man and that is Pegasus. Who are you?"**

**Diana smiled. "People call me Wonder Woman." Spidey had noticed her red, golden trims and blue leotard and red boots with white lines. Aside from that, a tiara, and silver barcelets, she didn't wear much else. Spidey was glad that his mask was covering his face, because otherwise he would probably be blushing at the fire sight of this beautiful woman.**

**Any further conversation was halted by the appearance of a dozen Thanagarian guards rushing through the reamins of the door. "Get your friends out! Me and Pegasus take care of this! Dragoon Galaxy Turbo Twister!" Spidey commanded and the bey on the ground unleash a massive triple tornadoes and Spidey, Madoka rushed towards the guards with Dragoon blow them away, Spidey and Madoka punching, kicking, and web slinging their way through, leaving unconscious and stuck to the wall bird-men behind them. They kept another group of guards busy while Wonder Woman helped each of her fellow Leaguers escape their cells. It was here that Spider-Man and Pegasus noticed that these people had superpowers. Well, four of them did. Wonder Woman could fly and had super strength, the Flash had incredible speed, Superman had all that and could shoot lasers out of his eyes, and the Martian could become intangible, in addition to super strength. Batman and Green Lantern, who had no powers, were still more than effective.**

**In short order, the already unfair fight became a beat-down. The few remaining Thanagarians were quickly subdued by the heroes. However, they were surprised by another group of guards attacking from behind but quickly by Spider-Man's danger sense. Wonder Woman was able to deflect the energy blasts coming from the guards' spears, but Spider-Man noticed a particularly rotund hawk-man carrying a very large cannon. Rather than risk one of their new-found allies getting hurt, he jumped in front of the Amazon, and his Ultimatrix show up and the dial rise up and slapped the dial down. Heroes and bird-men alike shield their eyes from the green flash.**

**"CHROMASTONE!" shouted a new voice. In Spider-Man's place stood a thin, cycloptic creature made of purple stone stood defiantly. His hands, forearms, horn and the spikes on his back were all made of pink crystal. "Come on, little piggy!" ChromaStone taunted, "Hit me with your best shot little shit!"**

**Gritting his teeth, the Thanagarian fired his cannon. ChromaStone stood calmly, not moving an inch. Instead of exploding, like everybody expected, the energy blast was absorbed into his body! "My turn." ChromaStone raised his hands, and a rainbow-colored wave of energy coursed out. Had it hit anyone, the blast would have packed enough of a punch to be fatel. As it happened, ChromaStone had been aiming for the wall. A massive hole was blown through the ship. The city could be seen below. ChromaStone used a much weaker blast to knock out the remaining Thanagarians, then turned to the League. "Anyone who can fly, grab someone who can't!"**

**Superman flew through first, carrying Batman; he was followed by the Manhunter, who was carrying Green Lantern. Wonder Woman was the last out, carrying Flash. Before she got too far, she turned back to ChromaStone and Pegasus and Pikachu. "What about you three?" she cried.**

**ChromaStone and Pegasus grinned her. "Don't worry," he said, "We're got it covered. Dragoon come on out and carry Pikachu." He slapped the Ultimatrix dial again, and was obscured by another green flash; in his place stood a red manta-like creature. "JET RAY!" he shouted and Dragoon came out of the bey and Madoka hopped on Pegasus and Pikachu jumped on Dragoon's head, then they flew past Wonder Woman in a blur of red, blue and white. "Let's the hell out of here!"**

**Flash looked up at the princess holding. "You know, it's possible, and I could be wrong here, but it's possible that guy and girl is on our side."**

**Metropolis: Street Level**

**The Justice League and Spider-Man who is Jet Ray and Pegasus and Dragoon had managed to evade the Thanagarians, and had found shelter in a clothing store. Still needing to take their anger out on something, Jet Ray transformed into Spider-Man and catch his spinning top and put it back before transformed into Big Chill and he and Pegasus and Pikachu went outside. As the League caught its breath, Green Lantern turned to Superman.**

**"That x-ray vision working again?"**

**Superman looked at a wall. "Just enough to see every Thanagarian within a two-block radius frozen completely solid."**

**Flash gave a low whistle. "Now I know why he said 'Big Chill'."**

**Superman turned to Diana and the Martian, J'onn J'onnz. "Did either of you get anything from those two? Are they really here to help us?"**

**J'onn shook his head. "I did not enter their minds, but I sensed no ill will towards us; only mild irritation."**

**Green Lantern looked at the Martian. "Why would they be annoyed with us?"**

**Flash gave a small smile. "Maybe because the guys who always save the day needed saving?"**

**The rest of the League rolled their eyes, while Diana shook her head. One of the many gifts given to her by the gods was the ability to read emotion. "I sensed anger, pain and despair; whatever happened to them was terrible, and it nearly broke them."**

**Flash looked down, a little ashamed of himself for making jokes at the expense of someone in pain. Everyone else paused, lost in their own thoughts. The moment passed as the blue mothman that was Big Chill phased through the ceiling to land ing the middle of the group and opened his wings to let out Pegasus and Pikachu and closed them.**

**In an eerie whisper of a voice, Big Chill spoke up. "That should take care of any trouble for a while. What's next y'all?"**

**J'onn spoke up. "The whole city will be covered by now."**

**"Maybe we'll get lucky and they'll all go home." Flash quipped. The others looked at him.**

**"Trust us," Pegasus said darkly, "we're never that lucky."**

**"A little optimism can't hurt at a time like this!"**

**Before the blue alien or theme Pegasus could reply, a booming voice could be heard from outside.**

**"THIS IS THE VOICE OF THE THANAGARIAN OCCUPATIONAL AUTHORITY. THE JUSTICE LEAGUE ARE ESCAPED PRISONERS AND VIOLATORS OF OUR MARTIAL LAW. THEY ARE TO BE CONSIDERED AN ENEMY, AND DEALT WITH ON SIGHT. ANY PERSON OR PERSONS FOUND AIDING OR HARBORING THEM...WILL BE SUMMARILY PUNISHED."**

**Big Chill and Pegasus glanced at Flash. "Optimism, huh?"**

**The fastest man alive slumped. "Something like that, yeah."**

**Batman spoke, his voice laden with authority. "We're going to have to go underground for the time being. Keep low and rethink our plan of attack."**

**"How exactly do we hide when the whole city is looking for us?" Wonder Woman asked.**

**"Not to mention the fact that your costumes are about as stealthy as a Shag Carpeting concert." The League looked at Spidey in Big Chill form in confusion.**

**"Seriously? No Shag Carpeting on this planet?" The teen hero slapped his forehead. "Great, just fucking great."**

**"He is right." J'onn said, drawing the others' attention away from their new allys as he held the sleeve of a nearby coat. "They're looking for our costumes. But without them, we are ordinary citizens."**

**As he spoke, the Martian shapeshifted into a human man in a brown trench coat.**

**"Whoa, wait a second!" The Flash exclaimed. "What about the whole secret identity thing? I mean, I trust you guys, but what about them?"**

**The speedster jerked his thumb in Big Chill and Pegasus' direction. The blue alien and the girl narrowed their eyes dangerously.**

**"True. You definitely can't trust two of us who pulled your sorry butts out of a prison ship. That would be stupid." He and she snarled the last few words, their patience already at its limit considering they would rather dead than dealing with a group of incompetent, brightly-costumed heroes and saving an Earth that they were completely unfamiliar with.**

**"Whoa, little hostility there!" Flash reacted, lifting his hands in a passive motion and taking a step back.**

**"Look, we're didn't ask to be here," Big Chill said in a cold voice. "We're didn't ask to play the damn heroes again, especially after the hell that I and her went through. We'll help you take your back, since saving Earth is already a damn hobby of ours. But after that..."**

**The mothman trailed off, letting the others decipher their intentions with their own imaginations. "And as for this secret identity dilemma..."**

**With that, Big Chill lifted his hand to the symbol on his chest and tapped it. In a flash of green light, the mothman was replaced by the same young human man in spider costume and what really surprised them was they reached for their right wrist and press something and suddenly their costumes goes into a watch and stood before them were a young man and girl, the young man was about 17 years old, brown eyes, dark brown hair short in the back and long just above his forehead in the front, wore an blue in the front and red in the back cap backwards on his head, a navy blue Superman t-shirt under an black hoodie MMA ELITE with Eizo hooded beak, a fainted blue jeans with a tan stretched belt with a black holsters to the right side, DX army dogs tags and a Sonic Underground guitar necklace that turn into a real weapon if used, blue and orange with orange shoelaces Puma shoes and a ****Adidas Rydell Sling backpack sky blue and white sides and black bottoms, and blue fingerless gloves with airpockets in the the hand area like Tyson Granger. The sleeves hidden two watches which were one on his left wrist the watch like gaunlet that stretched from his wrist to lower forearm. It was green in color with neon tubes on each side of the device. On the top was dial with a black background and green hour glass. On his right wrist was a all silver watch, it is somewhat rectangular in shape and has a circle in the middle with green lines on the circle and has two red rectangles on it and has a button on it's sides. His right side has a coiled light brown 10 ft. strong kangroo hide leather Indiana Jones' style bullwhip hung by a black holster buttoned to the belt, beside the whip was a tomhawk the blade is cut out in the center, creating the outline of a triangle. The peak of the triangle passes through the wooden handle, ending in a spike and the wide bottom hacking blade is curved and honed to a shrap edge with two short prongs on each of the corners. A bald eagle feather dangles from the handle. Strapped to the left side was a samurai katana sword black grip handle with some yellow in the holes with a black steath and blue cyber mixing in there. Strapped to his back were two weapons the first one was black strapped slim straight blade with a black and gray stripped metal handle, the second one is a circular, red-white-and-blue with a white star in the center shield strapped to his back like a backpack made out of hard vibranium and adamantium and looks like a plate behind the backpack and a army recuve long bow shrink to the size of a ripcord and black quiver strapped to his back of black wooden body and white and yellow tail arrows unlimited and the back on his belt was a holder with a all white grip and blue launcher with a small blue dragon on the grip and a yellow ripcord beside it and on his beicep muscle was a blue and yellow Beyblade container with a Beyblade inside. The girl was about ****16 years old with short maroon hair that goes down to her face, but extends to her shoulders at the back of her head, wearing goggles on top of her head. She had bright turquoise eyes, and wears a short pink jacket with yellow buckles over a white shirt with a blue "B" on it and pink shirt, that has a brown belt that is around it with gold buttons and a pink and gold pouch and a twin belts brown and red with a big silver belt buckle and holsters. On her hands she wears hot pink gloves and a silver watch. She wears a short dark blue skirt with long navy blue socks that reach up to her thigh with a pin tirm and brown boots with golden buttons.**

**"I'm Spidey Parker, my friend Madoka Amona," the kid with the blue and red cap said, a notable lack of emotion in his voice.**

**The others were stunned.**

**"Two kids?" Lantern asked in complete disbelief. "You're telling me that two kids had to rescue us from the Thanagarians? We must be doing worse than I thought!"**

**"He's 17 and I'm 16, tough guy. And We been saving the world since we were 15."**

**More stunned silence ensued.**

**"Since you two were 15?" Superman questioned, raising an eyebrow.**

**They nodded and held up their watches and Madoka show her Bey. "An alien device and a super higt tech costume of nanotech, The Ultimatrix, was ejected from a ship in orbit to keep it safe from an intergalactic warlord. It landed in front of him, and I used it over my entire summer vacation to be a superhero. Then I got this new version, called the Ultimatrix, and started using that instead. That's the long and short of it." Spidey said and his friend weapon a Beyblade and his pal Pikachu.**

**"And you've had this device and powers and weapons for three years in that fast?" Diana asked.**

**Spidey frowned. "Look, how about we go over our history after we sneak out of the city that is currently occupied by bird-man aliens."**

**Batman nodded in agreement before stepping forward and removing his cowl, revealing short black hair and piercing eyes. Spidey paused, recognizing the look in those eyes. They reflected the pain that he himself now felt. The pain of losing your whole life in an instant.**

**Maybe they shared something in common after all.**

**"Bruce Wayne. Flash is Wally West. Superman is Clark Kent. Green Lantern is John Stewart. And you know Diana and J'onn," the billionarie explained.**

**Madoka glanced over at Flash and smirked. "Wally? Really?"**

**Flash sighed. "Shut up."**

**A few minutes later, every member of the Justice League was dressed up as a normal civilian, with Superman wearing a blue business suit and glasses, Diana wearing a long sleeve blue shirt and jeans while tying up her hair in a long ponytail, Green Lantern with a skull cap, brown hoodie and brown pants, Batman wearing a leather jacket along with grey pants and a turtleneck, and Flash going with dark jeans and a brown jacket. Spidey and Madoka stuck with their normal attire.**

**They were now standing outside in the alley that they had come through previously, Bruce poking his head out to see if the coast is clear.**

**"We need to split up. They expect eight of us," John strategized. "Who takes the kids?"**

**Spidey and Madoka and Pikachu who was Spidey's left shoulder gave the powerless Green Lantern a death-glare as Bruce spoke up. "We need to get to Gotham City. We can regroup at my house there. Try not to draw attention to yourselves."**

**The dark knight looked over the group. "I'll take Diana, Spidey, and Madoka. We can pose as a family out on the town."**

**Bruce then began to walk away, the ultimate hero and the Pegasus wielder and Amazonian princess following his lead. However, the billionaire felt a sudden chill as Spidey and Madoka walked alongside him, an empty gaze facing forward as the male teen spoke in a cool voice. "We'll pretend we're a family if we have to. But we'll are not calling you 'dad'."**

**The Gothamite glanced over at Diana with a raised eyebrow. She shook her head, warning Bruce not to dig any deeper. She could still feel the despair and rage flowing from the young man and woman, so much so that it was almost painful. Then she realized something frightening that in their minds.**

**They were fully prepared to turn that pain and fury on the Thanagarians, and they had the power to act on those feelings.**

**Above the Gobi Desert**

**Onboard the Thanagarian mother ship, Shayera Hol, formerly a member of the Justice League under the alias of Hawkgirl, was at a loss for words from what she was seeing on the vid screen.**

**When Hro Talak, Commander of the Thanagarian forces and her soon-to-be husband, had discovered that the League had broken free from their prison ship and caused it to crash in Metropolis, he had been furious. In a rage, he demanded that recovery teams check the security feeds on the ship to find out how they had managed to escape. That was a few hours ago, and Talak had calmed down enough to think out the situation. While a formidable team, the Justice League could not hope to defeat the might of the entire Thanagarian invasion force. They were outgunned, and the Thanagarians knew all their weakness, thanks to Shayera's information.**

**Of course, this was before Talak received the images that were now posted on his screen. Images of a mysterious humans in a spider costume and a Pegasus costume with two spinning tops with a horse creature and a large beast. Two humans that managed to break the Justice League out of confinement and fight off a legion of Thanagarian soldiers with webs and winds attacks and a yellow mouse before transforming into some silicon-like being that fired energy blasts and took down an entire prison ship.**

**Shayera had no idea what these two were or if it was even from this planet, but she knew that it would make the occupation of Earth a little more difficult. The two humans with these powers and weapons were a wildcard; if it was able to commanded these creatures and the one was able to transform, what else could it be? How dangerous were they?**

**At the moment, Talak was speaking over a vid-screen with Paran Dul, a female Thanagarian who was in charge of the construction of the shield generator, the one necessary to protect Earth from Gordanian invasion.**

**"Be aware that the Justice League has escaped, due to the interference of a strange, two humans in these costumes with these powers and weapons," Talak warned. "Stand ready for an attack."**

**"Any attack on this base would be suicide," Dul boasted, completely unconcerned about a possible strike on the Thanagarian forces.**

**"Keep me informed of your progress. Let nothing delay you," the Thanagarian commander ordered.**

**"By your command." The video screen then went blank. However, Shayera was more concerned with a topic mentioned eariler on in the conversation between Talak and Paran.**

**"Humans as slave labor?" she questioned, having overheard Paran mention using humans to 'lift and carry as well as any animal'. The former Justice League member was concerned.**

**"Unfortunate, but necessary." Shayera took note of how little remorse her betrothed show as he said this before he continued, walking over to a nearby console to check up on a few details. "We are on a most unforgiving schedule. We must move as quickly as possible if we want to finish the hyperspace bypass in time."**

**Shayera's eyes widened. Hyperspace bypass? This wasn't what he told the human race!**

**"Bypass?" she asked, quickly walking over to look Talak in the eye. "I thought we were creating a force field for Earth!"**

**"That was simply our cover story."**

**Shayera pasused as dozens of thoughts raced through her head. But the first and foremost was...**

**"When were you going to tell me this?" she nearly growled. "Did you not think you could trust me?"**

**A long silence ensued, as both Thanagarian warriors gazed into each other's eyes, neither one willing to back down. In all their time together, Shayera had never felt this angry at Talak, nor this betrayed. What was wrong with him?**

**"Follow me," he said quietly, snapping Shayera out of her thoughts. The Thanagarian leader began to walk away, and Shayera began to do as he said.**

**After about five minutes of walking and an elevator ride later, the two entered the war room of the ship, were Talak brought her over to a large screen used for battle strategy and tactics.**

**"As you are well aware, the Gordanian homeworld has been protected for decades by an impenetrable defensive line," Talak explained, drawing up an image of the Gordanian home system, with their planet being shown as surrounded by legions of ships and spaces stations that make a frontal assault a fruitless endeavor.**

**"But this chain of hyperspace bypass will allow the full force of out armada to go around their defenses by jumping behind them, which will let us wage a direct assault on the heart of their empire."**

**Shayera saw what he meant, and it was strategically brilliant to be sure. But there was something else going on here. Something very bad...**

**"Earth is the last link in the chain. Once we finish it, we can finally attack and annihilate the threat of the Gordanians forever."**

**The former Hawkgirl was beginning to hear a hint of what sounded like victory in Talak's voice. But that wasn't what was bothering her the most.**

**"But ripping a hole in hyperspace will destroy this entire planet, and everyone on it!" she protested.**

**"Unfortunately, yes," Talak said quietly, his voice becoming heavy, revealing how long and how hard he had been fighting this war, and what it will cost him. Thanagarians normally didn't believe in souls, but Talak still felt that he would face eventual retribution for his actions.**

**"For Thanagar to live, Earth must die."**

**Outskirts of Metropolis**

**As Spidey and Pikachu, Madoka, Bruce, and Diana made their way out of Metropolis, the billionaire and princess each took the time to think about them. Bruce was thinking about the ramifications that Spidey and Madoka's powers might have on the world, while Diana was more concerned with their state of minds. She wanted to ease their pain; maybe she could get them to talk about themselves a little more. At the very least, she would learn a little more about them.**

**"Spidey? Madoka?" the teens looked up at the princess, the same neutral expression on their face.**

**"Yeah?"**

**"I was wondering if you two tell me a little more of your powers." Diana glanced at Bruce. "It might help us fight alongside you two better."**

**Spidey and Madoka shrugged. They didn't see the harm in telling the League their capabilities. It wasn't like they planned on continuing their superhero career after this mission. First up Spidey: "spider-strength about 1 million tons, spider-speed about 200 mph, kung-fu and ninja style spider-relfexes, great agility and balance of a shalion monk, wall crawling, danger sense or spider-sense, master of a 1,000 fighting moves, and the alien device super strength, super speed, flight, regeneration, invulnerability, elemental powers, energy absorbing and redircecting; wielder of a powerful sword and a Beyblade with a beast inside doing powerful wind attacks; the list goes on." he gave a small smile. "It's really a questions of what powers I don't have. And Madoka has super speed, super jump, blast of fire, ice, mind control, buff, stomp, death from above, and dash shield and a Beyblade like mine expect with a star from space."**

**Both of the older heroes were in deep shocked. If what he said about them was true, then Spidey and Madoka had more power than the entire League. Madoka looked at Bruce.**

**"So, are you the only without any powers?" That had actually made Spidey and Madoka kind of curious. All of these people were faster or stronger than any human. In fact, two of them weren't human at all.**

**Bruce nodded. "Is that unusual for you two?"**

**"Nah, I can't tell you how many times the Ultimatrix didn't work for some reason or another until I got it to work. Probably half of my wins came down to me having to figure things out on my own, or just dumb luck or my second powers. But I see people who has no or with powers make the hero."**

**Bruce was a little impressed. Not many people could so easily admit to being powerless, nor could they admit to only winning by luck.**

**Diana, however, had another question. "How is it that we have never heard of you two? Someone of your powers should have been seen before, especially if you two been doing this since you were 15."**

**Spidey and Madoka only shrugged. "Probably because we're not from this universe."**

**Both Bruce and Diana froze. Well, that was certainly unexpected.**

**Spidey continued. "And before you ask how we know we're from another universe, there's no Justice League where we come from, no Thanagarian invasion, no Metropolis, and no Gotham City. And this isn't the first time that we're wound up in another universe."**

**Bruce nodded, then gestured Diana that they needed to keep moving. They would decide on how to proceed regarding Spidey and Madoka later, provided they survived the Thanagarians.**

**Gotham City: Wayne Manor**

**Bruce, Diana, Spidey, and Madoka and Pikachu were the first to arrive at the stately Wayne Manor. Spidey and Madoka had been impressed by the mansion, which made them wonder why no one had ever offered them a mansion. After all, Spidey saved his entire universe on more than one occasion with Madoka. As they reached the door, it was opened by an older, balding man. Bruce introduced him as Alfred, his butler. Alfred offered them refreshments, which Spidey and Madoka gratefully accepted. They hadn't eaten anything in nearly 24 hours.**

**After that, Bruce led them to a grandfather clock, which opened up to a tunnel. At the other side was an enormous cavern. A large computer occupied one niche, while a large black car was parked in another area. In yet another spot were several dozen objects, including a twenty-foot penny and a mechanical T-Rex. Other, smaller objects were in glass containers.**

**Bruce had a small smirk on his face as he watched Spidey and Madoka's expression go from emotionless and neutral to astonished and interested. Even Madoka was madly interested in the large comupter because Bruce doesn't know about Madoka that she is a very good hacker. Bruce put his hands on the young man and woman's shoulders.**

**"Welcome to the Batcave."**

**Several Hours Later**

**After waiting impatiently, the last two members of the League, Flash and Green Lantern, arrived at the manor and were led to the Batcave by Alfred.**

**"You're late." Was all Bruce said.**

**"Good to see you too." Replied the Lantern sarcastically.**

**Wally noticed the T-Rex. "Hey, that's a giant dinosaur."**

**"And I thought Batman was the detective." Said Alfred. Spidey decided that he liked the aging butler.**

**J'onn spoke as Flash rejoined the group. "We were just speculating why the Thanagarians are really here."**

**"Obviously not to protect us." Said Clark.**

**"But if the Gordanians aren't anywhere near Earth," said Wonder Woman, "why do they need to build that force field?"**

**"If it is a force field." Said Bruce.**

**"If I could get a look at their techology, maybe one of my brainy aliens could figure it out or Madoka." The League turned to look at Spidey, who shrugged and took off his cap and place it in his pocket and put on his hood shadowing his eyes showing his mouth and nose. "I have hyper-intelligent transformations and Madoka has a high IQ mind, so sue us."**

**"I can tell you what it is."**

**The eight heroes turned in shock to see the traitor, Shayera Hol, emerge from the shadows.**

**Clark pulled off his glasses. "You've got a lot of nerve showing up here."**

**"We should thank you," said Diana, "it saves us the trouble of hunting you down."**

**Before anyone else could say more, Spidey leaped at Shayera and got out his whip and flicked it at her legs and yanked her to the ground and got out his bow and an arrow aimed at her head and his foot on her throat**

**"I didn't come here to fight," Shayera gasped, "I came to help."**

**"Hawk-people all over the planet?" asked Flash sarcastically, "Martial law? I don't think we need any more of your help."**

**Shayera looked at Spidey with a pleading look in her eye. He let go of her throat first, but before he put up his bow and arrow completely, he growled to her. "Make a wrong move, and I shoot an arrow in your head, rip your wings off and shove them down your candy ass." Then he put up his bow and arrows.**

**Shayera stared at him for a moment, before got up on her feet and then turned to the League. "They're building a hyperspace bypass. When it's active, it'll destroy the planet and everyone on it." She approached Bruce and handed over what looked like a purple video cassette. "Here; this has all the information on the project." Bruce simply glared at her. "Believe me; I didn't know the magnitude of Talak's plan."**

**Without taking his eyes off of her, Bruce took the device. "We'll check it out." As he turned away from her, he said, "There's the door." Wonder Woman, Flash, Superman, and the Martian all walked past without making eye contact with the Thanagarian. Spidey and Madoka stayed where they were, not trusting the alien to not stab their friends in the back any more than she already had. Then they blinked. When had they decided that these people were their friends? True, they were all heroes, and they were willing to give their lives if it meant saving someone else, but when did they trust these enough to call them his friends? Maybe they were just reaching out for friends after their loss.**

**Spidey and Madoka were so lost in thought that they didn't notice Shayera and John talking to each other. Before Shayera left the Batcave, she handed John a green ring. When she was gone, Spidey put down his hood and put on his cap backwards.**

**"She didn't propose to you or something, did she?"**

**John shot them a mild glare, then slipped the ring onto his right hand ring finger. A green glow surrounded his body, and then he began to levitate off the ground.**

**"Okay, that's pretty cool." Spidey admitted.**

**The three heroes joined the others, who were watching a simulation of the effects of the hyperspace bypass. They watched as a simulated Earth was consumed by a bright, crackling energy.**

**"Ingenious." Batman muttered.**

**"Yeah, I'm impressed," said Superman, taking off his glasses again, "let's go wreck it."**

**"How?" asked Green Lantern, "It's behind a force field."**

**Before anyone could come up with a response, Madoka spoke up. "May I?" she asked Bruce and he glanced at her and got off the chair and Madoka sit in the chair and put her hands to the keyboard. She typed with some great speed, as familiar with the technology as if she'd been using that computer for years like her small laptop in her pouch.**

**"The bypass is too dangerous to have a crew maintaining the force field on-site. They would probably be keeping if active via broadcast signal, most likely on board the command ship, you get me...?" Madoka hit a few more keys, and brought up an image of the Thanagarian flagship and highlighted a particular section of it. She got out of the chair with a smug smile on her face as she stands by Spidey.**

**Batman glanced at the teen, then looked at the League. "Go shut it down." He ordered. "I'll take care of the bypass."**

**"That thing's the size of a city," exclaimed a skeptical Flash, "what are you gonna do, throw a batarang at it?"**

**Batman didn't even blink. "Something like that." He got up and headed to where his spare costume was located. Spidey's spider sense goes off. "Proximity sensors were triggered a moment ago. Suit up."**

**The heroes who wore costumes merely took off their clothes, since they were wearing their costumes underneath. J'onn merely shapeshifted into what he commonly appeared as, Madoka activated her costume and the nanobots spread on her. Spidey activated the Ultimatrix.**

**After selecting the alien he wanted, he used Ben's catchphrase which he like, more out of habit than choice. "It's Hero Time!" and slammed down the dial. In a bright green flash, he was replaced by a creature with a body that seemed to be made of blue stone, save for his arms, head and the two spikes coming out of his shoulders blades, which were made of green diamond. "DIAMONHEAD!" the alien announced.**

**The rest of the League quickly returned and Madoka does the same, with Flash wearing a mischievous grin. "Seriously? 'It's Hero Time'? And you're giving us grief over corniness?"**

**Diamondhead merely looked away before giving Flash his Viper Glare. "Shut up." He said petulanty.**

**"Get ready to ambush them." Batman's glare dragged them back into their current predicament and notices Spidey's Viper Glare and Diamondhead nodded.**

**All of the heroes went into the shadows just as the door to the manor exploded inwards. Two dozen Thanagarian soldiers marched in. Two of them were armed with heavy cannons, while the rest wielded swords, spears, axes and maces.**

**Their leader barked out orders. "Spread out," he said, "they're hiding here somewhere."**

**Before the hawk-people took another step. "LET IT RIP!" Someone yelled and a blue blur as Big Bang Pegasus flew and smashed through the cannons and a green blade sliced through one of the cannons, while seveal large spikes of green diamond pierced the other weapon, rending it useless.**

**"Who's hiding?" Diamondhead smirked as he and Madoka and Pikachu and the League emerged from the shadows.**

**"Come and get some." Green Lantern's eyes glowed with emerald fire, then he lifted off the ground, avoiding Thanagarians attempting to kill him, while blasting one of them in the face with his power ring.**

**Wonder Woman used her lasso to catch one alien by the ankle and swung him towards the Manhunter, who simply stuck his arm out, catching the bird-man in the head. Flash weaved through the soldiers with Madoka and Pegasus, hitting them at high speeds, then rushing away.**

**One Thanagarian drew a bead on the speedsters with his pistol, but Superman crushed both the weapon, and the solider's hand. As he cried out in agony, Superman said, "Let's use our indoor voice." He then punched the Thanagarian into a stone wall.**

**Two more Thanagarians were pursuing the Flash and Pegasus, but they avoided every shot they fired. They zoomed around them and Flash spun his arms fast enough to create a small torando. The twister blew them into the bottom of the giant penny, which collapsed on top of them, tails-side up.**

**Flash and Madoka ran on top of the penny and Pegasus neighed. "Tails," he quipped, "I win."**

**Batman swung from the ceiling on a grappling line, kicking one solider in the face. He let go of the line to land on the ground. As he did so, he threw three batarangs into the chest armor of three Thanagarians. The blades didn't penetrate, and the warriors hovered in the air with look of contempt on their faces.**

**"Your weapons are pitiful." One gloated. None of them noticed the blinking red light on each batarang.**

**"Wait for it." Behind the Dark Knight, hundreds of eyes glowed in the darkness. Hundreds of bats swarmed the Thanagarians, attracted by the signals emanating from the batarangs. The soldiers were quickly reduced to unconscious, bleeding wrecks.**

**Diamondhead and Pikachu found an easy fight with their opponents. Their weapons couldn't penetrate his diamond body while Pikachu rode on Spidey, and when he shifted one of his arms into a diamond blade and Pikachu zapped them with Thunderbolt, they easily destroyed their weapons, and they were strong enough to easily knock them out together as one.**

**Soon enough, the fight was over. After tying up the aliens, Spidey change back and got into costume and the eight heroes and the yellow mouse on Spidey's shoulder walked out of the Batcave and back into Wayne Manor. They found Alfred sweeping up the shattered remains of the front windows.**

**"Mind the glass, sir." He warned calmly, as they left.**

**Batman turned to Green Lantern. "I want you, Superman, Wonder Woman, Spider-Man, Green Lantern, and Pegasus to go to the command ship, and shut down the force field."**

**"And the rest of us?" J'onn gestured to Batman, Flash and himself.**

**"You're going to help me retake the Watchtower." Spider-Man and Pegasus remembered Batman telling them about the League's advanced space station, in orbit around the planet.**

**"It's crawling with Thanagarian soldiers," Flash pointed out, "how're you planning on getting inside?"**

**"With that." Batman pointed outside, where the shuttle that the Thanagarians had arrived in lay waiting.**

**"Good lucks guys." Spider-Man said and got out his launcher and Beyblade and ripcord and put them together and Madoka's bey Big Bang Pegasus pop out from the face bolt and Madoka mounted him. "LET IT RIP!" Spidey yelled and pulled the ripcord releasing the Beyblade. "Dragoon come on out!" Spidey commanded and the bey's bit chip glow bright blue and Dragoon came out with a loud roar and surprise the Justice League even Batman at the size of the Bit-Beast and Spidey jumped and landed on Dragoon's head with Pikachu on his shoulder. He and the other five heroes flew out towards the direction of the Thanagarian fleet following the Bit-Beast.**

**...**

**Batman, Flash, and the Martian entered the alien craft. J'onn spent several minutes examing the controls.**

**"Well?" Batman asked.**

**"I have no idea how to fly this vessel."**

**"What's this do?" Flash asked as he pressed a button. A beam of energy fired from the ship, making a fairly large hole in the side of Bruce's house.**

**Batman moved his face very close to Flash's. "That's. Not. Helping." Batman said through gritted teeth.**

**J'onn looked up. "I need one of the hawk-men."**

**It took a few minutes, but Batman brought up their leader, whose name was Kregor, and was one of Talak's chief advisors, and slammed him into the side of the ship.**

**"You think'll tell you anything?" Kregor sneered. "I'd soonor choke on your bones."**

**"Okay by me," said Flash, cocking back his fist, "can I start with these?" J'onn stopped him before he actually struck.**

**"We're running out of time," the Martian said, "I'll take the information from him."**

**"I thought you couldn't read their minds?" Flash asked his telepathic friend.**

**The Martian's eyes glowed as he gripped Kregor's head. "I'll just have to try harder."**

**Neither Batman nor the Flash could what J'onn was going through in the Thanagarian's mind, but somehow Kregor's mental defenses were strong enough to affect the Martian's physical body. Slash and claws-marks appeared all over him, and his cape, which was just skin shapeshifted to look like a cape, was torn to ribbons. However, this didn't last long. After only a few moments, J'onn released his hold on Kregor, stumbling slightly. His wounds immediately began to fade.**

**"I...I have what we need." J'onn clearly did not enjoy what had just happened.**

**A few minutes later, the Thanagarian shuttle lifted off, heading towards the Watchtower. As it lift, Alfred stepped out onto the yard. He spotted Kregor lying on his side, a small stream of drool falling from a corner of his mouth. It was possible that J'onn mental attack had left him comatose and sended to dumb town.**

**Alfred, remembering how the alien had struck him when he and his ilk had intruded upon the Wayne household, merely glared and said, "I'll have to ask Master Bruce to not leave trash in the yard."**

**Watchtower**

**As the stolen shuttle neared the Watchtower, J'onn shapeshifted to look like Kregor. Activating the communication systems, he spoke in Kregor's voice.**

**"Shuttle Elipson-sixteen, requesting entry." He sent a code to the waiting Thanagarians. "Confirm docking code."**

**"Docking code confirmed." Came a response as the Watchtower's docking bay opened. "You are clear to come aboard."**

**When the shuttle landed, 'Kregor' stepped down the ramp towards a pair of waiting Thanagarian guards.**

**"We weren't expecting you, sir." Said one in surprise.**

**"There's been a change of plans." Said the Martian, as he shapeshifted into a creature that resembled a blue Cyclops.**

**He quickly subdued the two guards, but more entered the docking bay. One prepared to open fire, but he was disarmed when a batarang disabled his weapon, and Batman punched him in the face with an electrically-charged set of brass knuckles. The rest of the Thanagarian garrison was swiftly defeated by Batman, the Flash and the Martian Manhunter.**

**Thanagarian Fleet**

**It was quickly apparent to Spider-Man, Superman, Diana, Dragoon, Pikachu, Green Lantern, and Pegasus that they been detected. They might have been tipped off by a swarm of fighter-craft surrounding the flagship that was hundreds strong but not strong against Dragoon.**

**"Pretty bad odds." Commented Wonder Woman.**

**"For them, maybe." Was Spidey's response with a laugh.**

**Superman agreed. "Yeah. They don't stand a chance."**

**"Right. Dragoon! Hyper Victory Tornado V2." Spidey commanded and Dragoon roars and suddenly the clouds got greenish dark and Spidey tells Superman, Wonder Woman, Green Lantern, Pegasus to get under Dragoon quickly and they notices the clouds and they get under him and several swarms of big twisters descended from the clouds and hit the grounds as they cause ground to torn from trees to dirt and these tornadoes were EF-5 twisters and the fighters didn't stand a chance.**

**To say it was a battle would have been a lie. It was a beat down of a storm. Superman, Wonder Woman, Green Lantern, Pegasus saw the twisters torn right through and they roar like a fright train leaving a trail of fallage wreckage behind them. The twisters torn the rest up and they were done as they ascended back to the clouds and everyone went on the attack take out the remaining fighters.**

**Most of the fighter pilots saw Superman and Wonder Woman, Spider-Man, Dragoon and Pegasus as greater threats, and focused their attacks on them. Nobody on the outside seemed to notice Green Lantern Lantern cut his way through the hull of the flagship and make his way inside.**

**Watchtower**

**Batman, Flash and the Martian Manhunter stood over the unconscious of the last Thanagarians on the Watchtower.**

**"Okay," said the Flash, "the Watchtower's ours again." He ran over to Batman, who had been using one of the computers while the other two had been fighting the soldiers.**

**"So where's your secret weapon?" He asked the Dark Knight.**

**"You're standing in it."**

**Flash's eyes widened. "Wait...you mean we're gonna..." **

**"Take the Watchtower out of orbit and drop it right on top of their little science project." Finished Batman. He gestured to the fallen Thanagarians. "Get them to the escape pods."**

**As the heroes dragged the soldiers away, the Watchtower's engines pointed the massive station towards the coordinates that Batman had programmed into the navigational systems. The three moved as quickly as they could to get the Thanagarians to the escape pods. Thanks to the Flash, it was quick work.**

**"Are these the last of them?" asked J'onn.**

**"Yep," said the Flash, as Batman began to silently back out of the pod, "the 'tower' is completely pest-free."**

**"Good." Was all Batman said as he pressed the launch button. The doors closed and the pod launched, with Batman still on the Watchtower.**

**Flash and the Martian rushed to the communicator. "What are you doing!?" demanded J'onn.**

**"I can't risk having the Watchtower burn up on reentry. I'll have to guide it in manually." Batman paused for a moment. "Gentlemen, it's been an honor."**

**The heroes in the escape pod bowed their heads in sorrow, knowing that Batman had just consigned himself to death.**

**Thanagarian Flagship**

**The first that anyone knew that John Stewart was aboard the flagship was when he brust through the lower decks, blasting any Thanagarian in his way. Using security cameras, the soldiers on the bridge, including Hro Talak, could see what the Green Lantern was doing, and where he was going. At the sight of the human's face, Talak gritted his teeth. He hated John Stewart. That man had stolen the love of Shayera Hol away from him. She had even betrayed her people, warned the Justice League of their plans, and even giving the Lantern back his ring. For her treason, shs had been imprisoned in the brig. He had tried to reason with her, told her that the only way for their people to survive was if the humans died. Instead, she had decided that Earth's people were more deserving of her love. One person on Earth in particular.**

**"Intruder alert!" one of the bridge officers cried into the ship-wide communication. "All security teams to engineering!"**

**"Belay that!" barked Talak, as he strode towards the door, his axe in his hand. "Green Lantern is mine."**

**Had Talak stayed on the bridge for a few minutes more, he would have seen Wonder Woman slam a fighter through the hull surrounding the bridge. She quickly flew through the hole that she'd created, followed by Spider-Man, Dragoon, Pegasus. After subding the bridge officers, Diana picked up a sword and marched through the door, followed by Spider-Man, Dragoon, and Pegasus. Unfortunately, there were two separate paths leading towards engineering.**

**Wonder Woman looked at her humans and Bit-Beast friends. "You ready?" she asked.**

**"Give me a second." Spidey got out his Blade of the daywalker and give it to Madoka and Spidey activated the Ultimatrix and slammed it. In a now-familiar green light.**

**Instantly, the Ultimatrix started cycling, bathing him in another Ulti-surge that reached deep into his bones, expanding and thickening them, drawing him up to more than thrice his normal height. His muscles rapidly followed suit, bulking up and growing denser, turning him into a veritable powerhouse. His hair and clothes and costume shrunk back into his skin, which rapidly hardened into orange scales, his head flattening into a more lizard-like form, his eye-sockets narrowing, his nose becoming two nostrils above his pronounced mouth, His massive spinal colum extended, protruding a massive tail, easily as thick as a telephone pole, while his feet morphed into cylindrical stumps, reminiscent of an elephant...or a brontosaurus.**

**With cold green eyes, a serpentine head, and a mammoth tail, the orange-scaled, bipedal saurian towered times their height and same size as Dragoon, his massively muscled bulk, the Ultimatrix dial on his chest. With an inhuman roar, "HUMONGOUSAUR!"**

**Diana smirked. "Flash would love that one."**

**Humongosaur grinned back. "I'll bet." He looked at the forked path. "Whaddya say? You go left, we go right?" Diana nodded. "Great. Let's see who gets to the shield control thingy first."**

**Wonder Woman gave a small laugh. "You're on." Giving an Amazonian war-cry, she rushed down to her path. Not to be outdone, Humongosaur and Dragoon let out a roar and everyone in this group charged down their own hallway. Woe to any Thanagarian in their way.**

**...**

**Wonder Woman found the Thanagarians to be fierce opponents, but she could still take on small groups of them without much trouble. As she defeated one group, she noticed a door covered with irregularly-placed bars. Behind the bars, and inside of a force field, stood Shayera Hol. Once known as Hawkgirl, she had been one of Diana's best friends. But she had spat on that friendship, and Amazonains do not take kindly to traitors.**

**"I should leave you to burn." The Amazonian princess all but snarled the words. She then raised her sword and slashed it through the controls to Shayera's cell. The bars withdrew into the wall and the force field disappeared. Without another word, Diana marched away. As soon as she was gone, Shayera stepped out of her cell and, after picking up a fallen mace, flew off towards the shield control.**

**...**

**On the engineering deck, Green Lantern used his ring to pry open a set of door. Behind them was a large roon with a force field, shaped like a pillar, inside of which was a small device with a plunger-like attachment.**

**"The force field controls." John looked up to see Hro Talak, the Thanagarian commander, land in front of the force field. "That is what you came for, yes? You want it?" he raised his axe into a ready position, "All you have to do is get by me."**

**"It'll be a pleasure." Lantern raised his ring and sent a beam of energy at Talak, who deflected it with a swing of his axe.**

**"No." Talak gave a glare. "This won't be like the last time that you took something that belonged to me."**

**Lantern's eyes narrowed. He knew that Talak was talking about Shayera. "Anything I took was freely offered. Maybe you should take better care of your stuff."**

**John sent several more bolts of energy at his foe, all of which were deflected. Both flew into the air, with John forming a tringular shield to block Talak's axe. The blow still took a chunk out of the shield. After several more blows, Lantern figured that he would be better off dodging Talak's blows than blocking them. Unfortunately, he still took several hits from both Talak's fist and from the hilt of his axe. One blow in particular knocked him into some machinery, which exploded, giving him several cuts on his face.**

**Stunned, Lantern couldn't stop Talak from picking him up by the throat. "I've beaten you, little man." Talak raised his axe. "Any last words?"**

**As Lantern's head cleared, he said, "Yeah; you can kiss my axe!" His ring created a green battleaxe in his hand, and both combatants swung at each other, attempting to overpower the other.**

**...**

**Humongosaur, Dragoon, Pegasus, and Pikachu crashed through yet another pack of Thanagarians. Aside from a few cuts and bruises, he was doing alright with his group. They knew from fighting alongside them that the Justice League knew what they were doing, but in short time that they'd known them, they had come to care for them. Even brooding Batman. Humongosaur idly wondered if it was just his and Pegasus' grief making them attached again.**

**Suddenly, Humongosaur notices something as the group rounded another corner, they spotted another group of soldiers but saw something just strange in the group of soldiers as they were fighting them. It was two male humanoid cats or kats. One was an big, meduim build frame, his fur was yellow with light-brown stripes on his forearms, bare-claw foot, wore an blue helmet with a red triangle on top, black mask with mesh covering the eyeholes, blue and red G-suit the black collar opened up with a white shirt inside, black fingerless gloves with a blue and red gaunlet weapon, two was an smaller, leaned but slim build, rusty colored fur, his G-suit was like the bigger kat expect it was closed up and the same helmet, mask, gloves and the gaunlet on his right arm and a red backpack on the rusty furred kat. Humongosaur knew those two guys as the Swat Kats T-Bone and Razor or Chance Furlong and Jake Clawson and their jet the TurboKat. With a roar, he crashed into the soldiers saving T-Bone and Razor the trouble from capture, punching, kicking and even swatting one with his tail. T-Bone and Razor notices the dinosaur in front of them but as soon as he turned to them they saw the Ultimatrix dial on his chest they gasped. "Spidey?" T-Bone said and Spidy saw them and nodded and they were relieved.**

**"Guys what are you doing here? Should you two be back in Megakat city and saved your town?" Humongosaur asked.**

**"Nah Megakat city was destroyed after Dark-creep drop a nuclear style mega bomb and blow it and the force sends us through your dimesion and to this dimesion and we been fighting these weird bird-men attacks us and we defended ourselves from them until you came and took them out quickly." Razor explains and Humongosaur nodded and Spidey who is Humongosaur introduces his friends to T-Bone and Razor and they pretty impressive how Spidey got ahold of a Bit-Beast Dragoon and suddenly as they were finishing, they noticed one out of the corner of their eyes, a pretty female with long, red hair. As they turned to charge, she held up her hands.**

**"Wait, please!"**

**Humongosaur, Dragoon, Pegasus, T-Bone, Razor, and Pikachu paused. Sure, she had been wearing a helmet the last time they'd seen her not T-Bone and Razor, but that voice...**

**"Shayera?"**

**The Thanagarian blinked. "Yes, it's me. You're...Spidey, Madoka, right?"**

**Humongosaur and Pegasus nodded even Dragoon, Pikachu, T-Bone, and Razor did too. "Right now, you can call us Humongosaur and Pegasus my friends T-Bone, Razor, Dragoon, and Pikachu. What are you doing?"**

**Shayera hefted her borrowed mace. "I want to help take down the shield controls." She looked down, shame obviously on her face. "And I want to atone for what I've done. Maybe I can never fully repair the damage I've done, but I want to start and now, before it's too late."**

**They nodded. They could understand wanting to fix a mistake, especially one that had lives on the line. They still hadn't come to terms with what happened. It was too soon.**

**"Let's go." As he stomped off, Dragoon flew, Pikachu on Pegasus' shoulder, T-Bone and Razor followed them, Humongosaur and Dragoon looked over their shoulders, "If you stab me or my friends in the back, you better make sure it kills me or us. Otherwise, it'll be the last thing you ever do."**

**Shayera nodded. That was as good as she deserved. Maybe even better.**

**"Let's kick some tail!" T-Bone yelled and they didn't encounter further resistance on their way to the shield controls. Humongosaur had to bend the frame of the walls a little in order to get through while Dragoon phase through the walls due to he's a spirit but attacks are real, but when he did, both they and Shayera found a horrible sight. Hro Talak had just brought down the blunt part of his axe like a club across Green Lantern's forearm, shattering the bone. With a scream of pain, John fell to his knees. Talak than delivered a wicked uppercut, sending Lantern across the room where he lay very still.**

**As Talak raised his axe for the killing blow, Shayera called out. "Hro! Enough!" Talak turned. His eyes widened when he saw Humongosaur, Dragoon, Pegasus, Pikachu, T-Bone, and Razor, but his gaze quickly went to Shayera. The traitorous Leaguer continued to walk toward him, until they were inches apart.**

**"The fight's over. You're a soldier, not a murderer."**

**Talak paused for a moment, then delivered a vicious backhand, sending her to the ground.**

**"I'm a fool!" he shouted, "For ever loving you!"**

**He would have attacked her further, but a massive fist and a claw filled his vision and sent him hurtling into a wall. When his vision cleared, he saw the enormous creatures, panting with rage and Dragoon glares at him and roars loudly.**

**Humongosaur was indeed furious along with Dragoon. As the others helped Shayera up to her feet, what was it about Thanagarians that made them treat women so cruelly? First had been the way that they'd treated Diana, now this? Spidey had always been taught to respect women, and this stood in the face of everything that he'd been raised with. He wasn't going to let this go! He told Dragoon and protect them and he nodded and flew at them helping them, then he slapped the Ultimatrix dial on his chest. In a flash of green light, stood a seven-foot tall creature that seemed to be made of a green and black, plant-like material, his shoulders have red petals and root-like feet seemingly holding rocks. His head was a red and yellow flame pattern and his green circle eyes.**

**"SWAMPFIRE!" he yelled in a deep, nasally voice. He glared at Talak. "Okay, buddy. Let's go!" with a yell, Swampfire charge at him, fist raised.**

**Talak flew at the plant creature, low to the ground. With a horizontal cut, Talak's axe sliced clean through Swampfire's leg!**

**"NO!" Shayera was still slightly stunned, but seeing the man that she'd once loved do something so needlessly cruel was too much. She was about to rush into the fight, when something amazing happened as T-Bone and Razor pointed it out. A vine grew out of the stump of Swampfire's leg, and attached to the severed limb, then, with a sickening, sucking sound, the limb reattached! Swampfire stood up, smirked and a fireball appeared in one hand! Talak was so stunned that he didn't have time to dodge. The ball of flame hit him square in the chest, sending him hurtling to the ground. Swampfire thought that was the end of it, but Talak got back up, his face full of rage.**

**Swampfire figured that he'd have to use something with a little more firepower and smirked. "Time to go Ultimate!" he shouted.**

**He slapped the Ultmatrix dial on his chest, and another blinding emerald light took hold on the room. Four prongs poked out as an evolutionary surge coursed through Spidey's body. His body is composed of dark brown petrified wood. Three blue gooey shells containing an organic, blue colored napalm kerosene gel-like solution grow on his forearms and three large ones on his back. His height grows by half a foot. As the light dies down Spidey yells out his name.**

**"ULTIMATE SWAMPFIRE!"**

**Raising his hand, he sent a massive blast of blue flame into Talak, who yelled in pain. "Shayera!" he called out. The Thanagarian had been helping Lantern get back to his feet. "See if y'all can shut down the shield while I keep him busy!"**

**Shayera, Pegasus, John, T-Bone, Razor, and Pikachu nodded and Dragoon nodded before went back into the bey and disppeared in a blue light. It was now or never.**

**Watchtower**

**As the Watchtower entered the Earth's atmosphere, Batman struggled to keep the station on course. Activating his comlink, he radioed Superman.**

**"We're cutting it a little close." He flinched slightly as a flaming piece of debris fell near him. "Have you shut off the force field?"**

**Back at the outside of the flagship, Superman shot down another fighter with his heat vision before replying.**

**"Not yet. Where are you?"**

**"Aboard the Watchtower." Admitted Batman, "Guiding it to target."**

**"That's insane!" was Superman's worried response. "Get out of there!"**

**Negative. I'm staying." Anything else Batman might have said was lost in static.**

**"Batman!" Without even a backwards glance, Superman flew towards the Watchtower, easily finding it with his enhanced, but praying that he would reach it before it was too late.**

**Thanagarian Flagship**

**Talak knew that he was outmatched. This shapeshifting creature/human with spider powers had been powerful before, but this enhnaced form, this Ultimate Swampfire, was in a league all its own. It was probably powerful enough to kill him with ease, but he had a suspicion that the creature/human was holding back.**

**"Not going to kill me?" he taunted. "Are you too scared to blood your hands?"**

**Ultimate Swampfire growled. He was doing his best not to kill him, but this guy just wouldn't stop. He decided to use a little more force. Reaching up, he took a glob of blue stuff out of one of his shells and threw it at Talak's feet. He then sent a small stream of fire on it. The blue slop was extremely explosive, and the blast sent a smoldering Hro Talak slamming into a wall, where he then slid to the floor in an almost cartoonish fashion. After checking to see that he wasn't dead, but still not a threat, Ultimate Swampfire turned around.**

**"Hey!" He shouted. "How's it coming, y'all?"**

**It had been hard for Lantern to draw up enough willpower to crack through the shields of the controls. He was in so much pain, but he managed to push past it, thanks to his training from both the Marines and the Green Lantern Corps. Once the shield fell, he tried to push the plunger-like device down, but with only one working arm, he wasn't strong enough. That is, until Shayera placed her hand over his while, T-Bone, Razor, Pegasus placed their hands on theirs and adding their strength to his own. Together, they deactivated the shields around the bypass.**

**Watchtower**

**As the firey remains of the Watchtower plummeted towards the bypass, Batman struggled to remain conscious. The exterme heat of reentry had pushed him to his absolute limit. Sweat rolled off of him in waves, and the only thing that he could still focus on was the targeting path on the computer screen in front of him, which miraculously still worked.**

**Finally, just when he knew that there was no way that the station wouldn't hit the bypass, did Batman allow himself to pass out. Fortunately, before the impact, Superman crashed through the walls of the station, and pulled both Batman and the seat he was strapped to, to safety. Seconds after they exited, the Watchtower, home and base of the Justice League for two years, crashed into the hyperspace bypass. The entire device, the size of a city, exploded with a force not seen since the atomic bomb was dropped on Japan. Over 200 miles wide, and nearly 20 miles deep, the crater could be seen from orbit.**

**Superman and Batman, who'd regained consciousness, took a moment to look out over the devastation, before the Man of Steel turned to the Dark Knight.**

**"Always have to be the hero, don'tcha?"**

**Batman looked at his friend for a moment, before giving a tired smile. "Right back at you."**

**Thanagarian Flagship**

**Ultimate Swampfire, Pegasus, Pikachu, T-Bone, Razor, Green Lantern and Shayera looked at the crater that was the hyperspace bypass via a viewscreen in the room. Shayera gave them a satisfied smile before she looked down at the floor with a sad, guilty expression.**

**'She's realizing what she's done,' thought Ultimate Swampfire; she's betrayed her entire species. What will she do now?**

**Further introspection was interrupted by the appearance of several dozen Thanagarian soldiers that flooded the room. The seven prepared to defend themselves, when cries of pain from the back of room caused everyone else to turn. Standing over the unconscious forms of several Thanagarians, bloody, bruised but unbowed, was Wonder Woman!**

**"Who's next?" she asked, raising her sword. As more of the soldiers began to charge, a voice rang out.**

**"Stand down!" Charred, bruised and beaten nearly to a pulp, stood Commander Hro Talak. "Lower your weapons." The soldiers quickly obeyed.**

**"Commander?" one of them asked.**

**"Our mission is a failure." Talak went on. "There's no more reason to fight. Let them go." He ignored the incredulous looks from both his soldiers and the heroes and limped over to Shayera. "I hope you're proud of yourself. It'll take years for us to rebuild elsewhere."**

**Shayera stared at him, unfliching. "Then you'd better get started." With that, she, Lantern, Wonder Woman, Ultimate Swampfire, Pegasus, T-Bone, and Razor marched out of the room. No one made a move to stop them.**

**Wayne Manor, the Next Day**

**Spidey Parker, Madoka Amona, Pikachu, Chance Furlong and Jake Clawson sat next to each other on the couch, in the chairs and Pikachu on Spidey's shoulder, watching the news. The television showed hundreds of Thanagarians ships leaving the planet. The reporter went on to thank the Justice League for what they did to save the world.**

**'Another thing that's different here,' Spidey mused, 'instead of hating heroes, like JJ, the media gives them props. Go figure.'**

**Shayera turned off the TV and looked at her feet. "They've been in there a long time."**

**"Yeah," Chance replied, "They have."**

**They were referring to the League, which was currently having a discussion about its future, and the future of its teammate, in the dining room. Since she had betrayed them, she had lost the right to voice her opinion on League matters. Since Spidey, Madoka, Chance, and Jake weren't League members at all, they had been politely asked to leave.**

**The five had spent the last several hours talking, everyone trying to raise her spirits, and she spent the time listening to some of Spidey, Chance, Jake, and Madoka's adventures from when he and she were younger while Chance and Jake tell her of their adventures as pilot and a shooter in a fighter jet protecting a city in a another dimesion. She had been more than a little surprised to learn that Spidey, Madoka had begun their superheroes career at only about 14 and 13 years old and Chance and Jake as Swat Kats.**

**Though Spidey and Madoka, Chance, Jake had been trying to make Shayera feel better, in truth, they'd actually improved their own moods. Talking about the goods times from that day since Spidey got his powers from a spider and Ultimatrix in the forest and his weapons showed up and his Beyblade after visiting Madoka in her dimesion, Madoka followed him after her friends died and Gingka give her his Beyblade and launcher and gaining powers, Chance and Jake their goods times as Swat Kats in Megakat city, allowed them remember the other happy times with their friends and family. Maybe they'd never get over it, but at least they knew that they could feel better. At the very least, Spidey and Madoka knew that they wouldn't try to kill themselves again.**

**Although they was feeling slightly better, they could tell that Shayera was still depressed. She had lost everything. So had Spidey, Madoka, Chance, and Jake, but they had gained a few friends that would support them. Shayera had betrayed those friends, as well as her entire species.**

**Now here she was, watching her people fly off in defeat, knowing that it was her fault. Without her Thanagarian armor, and all of her other clothes destroyed along with the Watchtower, Bruce Wayne had at least provided her with a pair of jeans, shoes, and a white shirt with the back cut away to allow for her wings while Chance and Jake wore ****were two red baseball caps backwards, turquoise mechanic coveralls, with the sleeves rolled up to Chance's elbows and half covering a long sleeved white shirt, Jake's non rolled up and zipped up covering his white shirt and they wore black work boots.**

**They sighed. "Look, Shayera." The Thanagarian stopped staring at her shoes to look at them. "We know at least part of how you feel. We know what it's like to lose everything." She looked at them, confused. Mustering up his courage, Spidey contiuned for his friends. "You may have lost your friends' trust, but least they're still alive. You can rebuild that trust, as hard least they're still alive. You can rebuild that trust, as hard as it might be. My friends and family, everyone that I've ever cared about, was killed two days ago and my mother disappeared and they lost theirs." There. He'd said it out loud for them.**

**Shayera looked at them in shock. They'd gone through that kind of trauma, and had been thrown into a universe that was completely strange to them, and they're still risked their lifes to save a world that wasn't even theirs'.**

**"We're just gonna say this," said Jake, "if you hadn't made the sacrifices that you made, there's a good chance that we wouldn't be here today to hear that reporter's annoying voice." Shayera gave a weak smile. Spidey put a hand on her shoulder. "Whatever they decide in there, in our eyes, if no one else's, you're a hero."**

**Shayera gave them another smile; this one, however, was genuine.**

**...**

**"She explotied our weakness, betrayed us..." Wonder Woman had been ranting about what Shayera had done to them, and by this point had probably repeated several of her own points.**

**"Come on," Flash said, in Shayera's defense, "she was in the ultimate no-win situation; but when push came to shove, she came through for us, just like always."**

**"She is a pariah to her people." J'onn added. "We are all she has left."**

**"Believe me, J'onn, I feel for her." Said Superman, "But after everything that's happened, I honestly don't know if I can ever completely trust her again."**

**Green Lantern looked at the table, silent since the discussion began.**

**"We're arguing in circles." Said Batman, "It's time to take a vote."**

**...**

**"Excuse me Miss Hol," Alfred said as he entered the room. Spidey, Madoka, Chance, Jake, and Shayera stood up, apprehension on their faces. "They sent for you."**

**"Thank you, Alfred." The bulter nodded, and walked away. Before she headed to the dining room, she gave Spidey, Madoka, Chance, and Jake a small group hug. "Thanks, everyone."**

**Spidey and Madoka, Chance, and Jake returned the gesture, though it was hard to hug someone with wings. "No problem, Shayera."**

**As soon as she entered the dining room, Spidey quickly pull out his Beyblade Dragoon V who is a blue and red highlights Bey from his container and quietly went over to the adjacent wall with the guys and gal. They hoped to hear what the League had to say. Maybe they'd go easy on her. His spider sense goes off and the three jump slightly when they heard a soft cough. They turned to see Alfred, with a small smile on his lips. Before Chance and Jake could explain what they were doing with Spidey and Madoka, the bulter put his ear to the wall, and gave them a wink. They grinned, then mirrored Alfred's action.**

**...**

**Shayera entered the dining room to find the other six League members standing in a line. All stood with their backs straight and their shoulders squared. Even Green Lantern, whose right arm was in a cast.**

**"Hawkgirl..." Began Superman.**

**Shayera interrupted him. "Before you start, I have something to say." She took a deep breath. "I came to this planet as a patriot. I had a mission and I carried it out. What I couldn't know was that would come to care for the Earth, and her people." She looked at each other of her teammates in the eye; even Batman, who looked at her in suspicion, and Wonder Woman, who still gave her a look of contempt. "That I'd come to care for all of you. I've spent the last five years torn between my feelings and my duty. I won't ask you to do the same." Her spine straightened, and some of her old fire returned. "Therefore I am resigning from the Justice League, effective immediately."**

**She turned and walked towards the door, leaving six stunned ex-teammates behind. Flash recovered fastest and stopped her long enough to give her a hug. She returned it, and whispered in his ear.**

**"Tell the others to take care of Spidey, Madoka, Chance, and Jake; they needs friends right now."**

**With that, she let go, and walked out the door. She didn't look back.**

**"Great," muttered Flash, "no Hawkgirl, no Watchtower; what's gonna happen to the League now? Do we all just walk away?"**

**"No," said J'onn, "we rebuild. Starting today."**

**"J'onn's right," agreed Superman, "Earth still needs us, and we'll never let her down. It's our duty."**

**Green Lantern looked down, still silent.**

**...**

**Spidey, Madoka, Chance, and Jake didn't know what to say. They'd known Shayera for even less time than the rest of the League, but they still counted her as a friend, and now she was leaving? They wanted to say something, anything, to get her to stay, but found they couldn't.**

**"Gook luck." Was all they'd managed to say. Still, they made sure to give Shayera one last group hug before she left..She was a lot like them, in a way. They'd both had their lives shattered, and now she was going to find her own way in the world. How could they do any less? They wasn't sure if they were ready to be superheroes again, but that didn't meant they couldn't live their lifes.**

**As they sat there, thinking about their futures and Spidey looks at his Dragoon, Alfred walked in.**

**"Excuse me, sirs and miss." They looked up. "They're ready for you."**

**"Thank you, Alfred." They walked into the dining room with Spidey holding his Dragoon in his right hand gripped it. The Justice League was present, minus Green Lantern.**

**"Now then," said Superman, "What to do with y'all?"**

**...**

**Shayera stood at the edge of the cliff near Wayne Manor. She heard footsteps, but didn't turn around. She knew who it was.**

**"You never asked how we voted."**

**Shayera barely glanced at John Stewart before returning her gaze to the sunset. "It doesn't matter."**

**"So... where're you gonna go?"**

**"I don't know." Said Shayera after a moment. "Some place where the fate of the world isn't in my hands. Some place where there are no more secrets, no more lies."**

**"Was it all a lie?"**

**Shayera turned to look at the Lantern. "I love you, John." She said that with a small smile. "I never lied about that."**

**After a moment of staring into his eyes, Shayera Hol turned around, opened her wings, and flew off into the sunset.**

**John Stewart watched her go, until she was too far to see. Only once she was gone did he allow the tears to fall.**

**"I love you, too."**


	2. Chapter 2

**Spider-Man Unlimited**

**Chapter 2**

**In The Interim: Adjustment**

**Spidey Parker, Madoka Amona, Chance Furlong, and Jake Clawson stood before five of the six remaining members of the Justice League, waiting to see what they were going to do with them. After all, they weren't even a citizen of this universe. Superman was the first to speak.**

**"Well, Spidey, Madoka, Chance, and Jake, first we'd like to thank you for all that y'all did during the Thanagarian invasion. The world needs more heroes like y'all."**

**"Hold it." Superman paused at Spidey's interruption. "We're never said that we're would keep doing the hero thing. Before yesterday, the only thing we got out of being a hero was pain. we're helped you guys because we're didn't know what else to do. Now that the crisis is over..." he let the sentence hang.**

**"I don't understand," said the Flash, "why wouldn't y'all want to be superheroes?"**

**Spidey looked J'onn in the eye. "You're a telepath, right?" the Martian nodded. "Okay. Before you read mine and Madoka's minds we need to let Dragoon and Pegasus to let you in." Spidey and Madoka thinks and the Bit-Beast, Constellation horse to let him in. "Read our minds and look at the memories from two days ago and theirs about one day ago."**

**J'onn looked confused for a moment, but then his eyes glowed as he did as he was asked. A few seconds later, he rocked back in his seat, a look of horror on his face.**

**"J'onn?" Superman looked at the other alien in concern, but the Martian just shook his head.**

**"Two days ago," began Spidey, his expression growing dark as gripped his Beyblade, "one of my old villains attacked me and Madoka. Short version: everyone that I cared and even Madoka about, my father, my uncle, my aunt, my best friend, and my girlfriend all died and my mother disseapered." Tears began to show in the corner of the young man's eyes. Madoka put her hand on his shoulder to comfort and Chance and Jake stand behind him and Pikachu. "There isn't a single person on my Earth left for me or my friend Madoka." He raised his right hand taking off the glove revealing a small spider bite from a Super Spider that bit him and put his Beyblade in his left hand and raised his left arm, showing the Ultimatrix. "And it's all because I got this stupid thing attached to my wrist and this spider bite." Then put on his glove on again and gripped Dragoon as looks it at him and Dragoon stares back at him.**

**The Justice League didn't know what to say. None of them, save for Batman, quite knew what Spidey and his friends were going through, though it was clear that he blamed himself to a blamed himself or themselves to a degree.**

**Superman held up his hands in a placating gesture. "All right, Spidey, we understand. Do y'all think that you could wait outside while we dicuss this?"**

**Spidey couldn't speak past the lump in his throat, so all they did was nod. When they left, the League members turned to look at each other.**

**Flash spoke first. "Well, that kinda ruins the whole 'ask Spidey, Madoka, Chance, and Jake to the join the League' plan."**

**"They has lost everything that held meaning for them," argued J'onn, "it is a wonder that he or them hasn't completely broken down already."**

**"I had sensed before that he and she was in pain," added Diana, "but I had no idea that he'd already endured so much."**

**"On top of the lose of his family," said Batman, "they found themselves in another universe. They were thrown into a battle that they wanted no part of, and they weren't even had time to grieve."**

**Superman rubbed his chin, thinking of what to do. "Maybe we should give Spidey that time." The other Leaguers looked at him. "I could take them to my parents' house; give him some space to come to terms with his friends. At least it'll get them out of your hair, Bruce."**

**The Dark Knight merely scowled at Superman's joke.**

**That wouldn't be a bad idea, Clark." Diana added. Then her expression grew thoughtful. "Maybe they could meet your cousin while they're there. It might be good for him and them to meet someone his own age."**

**Both Superman and Flash nodded in agreement. "Once he and they starts feeling better, maybe we can show them around. He did say that he and Madoka that Metropolis didn't exist in his own unvierse." Supermna looked at the other Leaguers. "Now, if there aren't any other matters, I think that we should adjourn for now."**

**"Actually," said J'onn, "there is one more matter concerning Spidey. When I looked into his mind and Madoka's mind, I saw one thing that we should all be aware of." He paused, as if unsure of what to say. The others frowned. J'onn was usually very direct in his speech, so for him to dance around a subject was strange. Finally, J'onn spoke.**

**"You should all know that before he arrived in our universe with his friend Madoka, he was trying to kill himself."**

**The others leaned back in their chairs, shock evident in their expressions. Batman was the only one who wasn't surprised, or if he did, he hid it well.**

**Flash let out a low whistle. "So instead of waking up to see his family, he wakes up in a universe with aliens and enemys trying to kill him." He shook his head. "That's rough."**

**Superman stood up. "I'll have Kara keep an eye on him. I won't tell her about this, but I will make sure that he doesn't attempt suicide again."**

**The other Leaguers nodded, then began leaving the room; some to their homes, while others went to rooms loaned to them by Bruce. J'onn sent a telepathic summary of the meeting to Green Lantern, while Superman left to get Spidey, Madoka, Chance, and Jake.**

**...**

**Smallville, Kansas**

**Superman and Spidey, Madoka who were on Dragoon and Pegasus while Chance and Jake were in their F-14 Tomcat jet style the TurboKat which was a sleek black fighter jet with bright red tiger stripes on the sides pointing down and upper sides of the jet and a glass canopy with a red metal frame on the jet and blue tails wings on the back of the black wings, yellow thrusters on the front and red rings on the triple mega thrusters, and a blue needle in front of the TurboKat, flew just over the cloud layer over Clark's home town of Smallville. Spidey, Madoka, Chance, and Jake hadn't said much since leaving the meeting, other than saying agreeing to going with Superman and saying goodbye to the other members of the League. Superman had been slightly relieved to find that Spidey and his friends hadn't completely withdrawn into himself(Spidey) after his outburst; he'd given small smiles to each member with his friends, even Batman, even Jake show him the TurboKat which was a small black jet once you grow it to full size and the tech in it which made Batman like Jake Clawson in tech, and had blushed when Diana had given him and Chance a gentle hug.**

**Superman, Spidey, Madoka, Chance, and Jake had made good time in getting to Smallville; at Dragoon's maximum speed, he could reach Mach 10 if Spidey was in his spider suit because that thing has a speed protecter or the TurboKat goes at Mach 9 with the Speed of Heat. Superman could fly much faster than that, but he didn't say so, and he doubted that Spidey's Bit-Beast Dragoon would care very much right if he did because after seeing Dragoon's powerful wind attacks and that Beyblade's attack ring is razor sharp as a katana blade.**

**When they landed in front of the Kent family farm, Spidey and Madoka caught their beys and put them back while Chance and Jake jumped out of the TurboKat and the jet shrinked to a small of a toy car after Razor made a shrinking ray and Razor grabbed the jet gently and places it in a case for it. "Nice place man." Spidey commented. He didn't mind being on a farm unless if you being at the Duke Farm in Hazzard county which existed in Spidey's dimesion. That meant there would be some peace and quiet. At the very least, no one would be trying to kill them or him. Probably.**

**The sun had just started to rise; Madoka asked if it was okay to go inside if his parents were still asleep, but Clark laughed. He told them that it was rare for his parents to get up after sunrise and Spidey told that he met people like that and he asked who and Spidey say the Duke Family and Spidey laughed at Superman's shocked face that he met the Dukes in real life.**

**To prove his point, he called out. "Ma! Pa! I'm home!"**

**A moment later, an elderly man and woman opened the door to greet them. While both were getting on in years, they seemed lively and in good shape. The man kind of reminded of Ben's Granpda Max and Uncle Ben.**

**The woman, Martha Kent, walked up to Superman and gave him a hug. "Welcome back, Clark."**

**Clark smiled down at his mother. "It's good to see you both." He turned his head towards Spidey, Madoka, Pikachu, Chance, and Jake. "This is Spidey, Madoka, Chance, Jake and Spidey's pal Pikachu. I was hoping that you could let them stay here for a few days, a week at the most. At least until we can find a place for them."**

**Martha looked at the young man and girl and older males kats. They seemed nice, but Spidey's eyes looked haunted with a dragon hidden in them, as if he'd seen too much with his friends. Jonathan, who had also come forward to see his son, had seen the same thing. He shared a look with his wife, who nodded.**

**"Sure, Clark," he said, then turned to Spidey and his friends. "Why don't y'all let Martha show you to Clark's old room? You looked tired; you should get some sleep, then we'll show y'all showed around the old place and see if we got any sleeping bags for your friends."**

**Spidey and his friends gave a small smile. "Thank you, Mister Kent."**

**As Martha led them into the house, Jonathan turned to his son.**

**"So, Clark, what's the story with the boys and girl?"**

**Clark sighed and small smile. "Well, dad, it started with the Thanagarians..."**

**...**

**Martha had shown Spidey, Pikachu, Madoka, Chance, and Jake around the house, and than to Clark's old room where, after thanking her profusely and the three thank her for the sleeping bags, Spidey had immediately fallen asleep while everyone sleep peacefully. He did not get much sleep, however, because the same nightmares that had been plaguing him for the last two nights woke him up. After drying the tears off of his face, and knowing that he wouldn't be getting any more sleep than three hours he'd already gotten, after Madoka, Chance, and Jake woke up, they decided to start their day. Spidey took off his jacket, which he'd fallen asleep in, when he realized that he didn't have any other clothes. In fact, he'd been wearing the same clothes for three days straight. He would have to do something about that. Heck, even Madoka's clothes doing about that and Chance and Jake's clothes also.**

**After taking turns showeing, they place their clothes and Swat Kats' costumes on the bed in a row and Spidey's weapons against the wall while the launcher, ripcord and Beyblade container on the desk, Madoka was hiding in the closet blushing because she was in the nude expect for her underwear on her even the boy kats in boxers for their tails hang out, then Spidey activated the Ultimatrix. After finding the alien he needed, he slammed the dial down. In a flash of green light, a copper-coated robot stood in Spidey's place. Its body was round, and its legs were stubby. Its head was small and had neither a mouth nor neck. On top of its head was a winder, similar to that of an old clock. On its chest was the Ultimatrix symbol.**

**"CLOCKWORK!" the alien cried in a German accent. "Okay, let's do something about these clothes."**

**He pointed his hands at the clothes, and a green beam shot out towards them. After a moment, the beam stopped. Clockwork leaned forward to examine the clothes. They were completely clean. He had used his powers of time manipulation to reverse time around his and friends clothes, until they were in condition they'd been in before they'd put them on three or one days ago.**

**Pleased with his handiwork, Clockwork slapped the Ultimatrix dial and turned back to normal. After getting dressed and Spidey getting his weapons on and grabbing a black tank top with a bright red big spider symbol the lower legs stretched to the waist line with the upper legs pointing up and fangs pointed up the spider symbol is from Amazing Spider-Man movie on the tank top from his bag which he had and that backpack has bottomless vault like a safe inside, they walked fully clothed downstairs. Sitting at the kitchen table, drinking a cup of tea, was Martha Kent.**

**She looked up in surprise. "Hello Spidey, Madoka, Chance, and Jake." She said, "I thought y'all would still be asleep."**

**"We're haven't been sleeping well for the last few days." Spidey and everyone scratched the back of their necks in embarrassment.**

**Martha nodded in apparent understanding. "Well, I'm sure that if I found myself in another universe, I would have trouble sleeping too." At everyone's look of shock, she chuckled. "Clark told Jonathan, and Jonathan told me."**

**They smiled. At least they wouldn't have to tell their storys again. They were getting kind of tired doing that. Their smile grew wider when Martha brought out some pancakes.**

**"Hungry, everyone?"**

**Their's smiles became a full-faced grin.**

**...**

**Spidey, Chance, Jake, and Madoka sat back in their chairs with a sigh. They hadn't had a breakfast that good in years. Martha watched them with a bemused smile.**

**"Good heavens, everyone, y'all must really love panacakes."**

**"After my friends made me eat of some bad or good foods, stuff like panacakes fix like farmers are the food of the gods." Their completely straight faces told Martha that they were being serious.**

**Before she could ask for more information, they stood up.**

**"Do you want our help cleaning the dishes?"**

**Martha stood up as well. "No, thank you everyone, but if you do want to help, Jonathan could use some help with some of the farm work. Without Kara around, it can be a little hard for a man his age. He's around the barn; it shouldn't be too hard to find him."**

**They nodded and headed to the door. Just as Spidey reached for the doorknob, they turned around.**

**"Who's Kara?"**

**Martha laughed. She'd forgotten to tell him.**

**"Kara is Clark's cousin. She goes by the name of Supergirl sometimes."**

**Their's eyebrows rose. "So she has the same powers as Clark?"**

**Martha nodded.**

**"Cool." Spidey flashed a grin. As he was opeing the door for his friends, Martha called out again.**

**"It's a little chilly out today," she said, "don't your want your jacket or shirt?"**

**Spidey frowned and looked at his arms. All he had was his black tank top, blue fainted jeans, Puma shoes, Beyblade container on his left arm and his father's shield which was a backpack style strapped to his back with his slim straight sword and quiver with the arrows and bow and whip and katana and launcher, ripcord and tomhawk, Spider Morpher and his blue and red cap backwards on his head, Dog Tags and Sonic necklace on his neck. He turned to Martha.**

**"Not just yet." He said. "I don't know if I'm ready to be a hero again or they either."**

**...**

**'It's a wonderful day for flying,' thought Kara Kent, aka Supergirl. She was heading to the Kent farm from Gotham city, where she'd been keeping her Barbara Gordon, aka Batgirl, company during the Thanagarian occupation. Once Batman had returned, she decided to go home before Batman kicked her out of "his" city.**

**Once she reached the farm, she used her super speed to rush to her room, so that she could change out of her costume. After a quick hello to Martha, she zoomed upstairs. Before she entered her room, however, she noticed something amiss.**

**Usually, the door to Clark's room was closed. But now, it was partially open. Did that mean that her cousin was home? He usually called her cell phone to let her know when he was back. She walked up to the door and slowly opened it. Everything seemed in order, save for three things. First, the bed was not made to the exacting Kent standards. Second, there were sleeping bags on the ground around the bed. Their, there was an black hoodie MMA ELITE on the front in gray and white letters and the back was the same but bigger with a beak on the hood and hidden it a bright blue with a little bit of a red diamond on it and a G-flight suit with a helmet and mask and gloves and gaunlets and a red backpack with a triple colored one strapped over the shoulder.**

**Kara picked up the hoodie. It was much too small to be Clark's.**

**"That belongs to our guests." Kara jumped and spun, seeing Martha in the doorway.**

**"We have guests?" suddenly Kara was worried. Clark was always lecturing her about not using her powers in Smallville. She fervently hoped that these guests hadn't seen her flying in.**

**"Clark brought them here this morning," Martha explained, "before heading back to Metropolis. Their names are Spidey, Madoka, Chance, and Jake, and Pikachu, and they'll be staying here for a few days."**

**"Do they know about..." Kara pointed to the symbol on her shirt, the same "S-Shield" that was on Superman's uniform.**

**Martha's eyes moves to Spidey's t-shirt which was the shield on her or their son's uniform. "Apparently they flew here themselves on in a jet and on two spirits, right alongside your cousin." Martha looked Kara in the eye. "Be nice to Spidey. He's had a rough time lately."**

**Kara nodded, placed the hoodie back on the bed, then headed to her room. She came back out in jeans and a white t-shirt and headed outside. All the while, she was wondering about these people. What were they like? What powers did they have other than flight? Was they were an alien like her? Was they also heroes?**

**She was so lost in thought that she hadn't realized she'd reached the barn until she hit the side of it. Embarrassed, she looked around to make sure that no one else had seen her. She was going to head inside when she heard some grunting in the barn.**

**"Ahh!"**

**She rushed inside, but then froze. Standing in front of her adopted father was two humanoid kats with one human girl guiding some hay bales with her mind and a twenty foot-tall brown dinosaur. It was rubbing its elephantine foot, then glared at a bale of hay. Apparently it had dropped the hay bale on its foot. His body frozen and stopped when it noticed the red head supergirl.**

**"Please tell us you're Kara." A flicker of fear showed on its face. Even them does the same.**

**Kara nodded. The dinosaur and the two kats and the human sighed in relief, then grabbed the hay bale and placed it with the others they had been stacking. Kara noticed the strange dial with a green hourglass and black background symbol on its chest. What was that?**

**Jonathan Kent walked up to her. "Quite a sight, ain't they?"**

**Kara nodded again. Speech had apparently left her.**

**"Kara, this is Humongosaur, his friends: Madoka, Chance, and Jake and on Madoka's shoulder is Pikachu." Said Jonathan, pointing to them and the dinosaur. Then he frowned. "That is what you called yourself, right, son?"**

**Humongosaur nodded, then they stepped away from the hay bales, their job complete. Then he slapped the dial on his chest while the four stared away from them. Kara covered her eyes as a green flash lit the barn. When she opened her eyes again, Humongosaur was gone. In his place with his friends stood a boy older then her age, with dark brown hair, brown eyes and a blue and red cap wore backwards on his head. Wore an black tank top with a big bright red spider on the front, a range of weapons on his belt: tomhawk, whip, katana, blade, bow and arrows, launcher, ripcord. And a Beyblade container blue and yellow. On his wrists were a green gaunlet-like device, with the same symbol on it and a all silver wrist watch on his right wrist and blue fingerless airpocket opened gloves and a shield on his back and Dog Tags and a gutiar symbol on his neck completely glass.**

**The boy held out his hand. "Hi, I'm Spidey. Spidey Parker."**

**The girl held out her hand also. "Madoka, Madoka Amona."**

**The two kats held out their hands. "Chance Furlong, and Jake Clawson."**

**Kara shook their hands, then frowned. "I thought your name was Humongosaur?"**

**Spidey laughed. "That's only when I transform. Spidey is my real name."**

**Jonathan coughed, causing everyone to look at him. "Sorry," he said, "but I'm going to take a nap inside. Old age is a pain." He grumbled the last part.**

**After he left the barn, everyone turned to Kara.**

**"So," Madoka began, "Superman's cousin, huh? Can you fly?"**

**Kara responded by lifting a few feet off the ground. Spidey had a massive grin on his face, showing brilliantly healthly white teeth. Even his friends had the same grin on their faces.**

**"That never gets old."**

**Kara tilted her head. "Why are y'all impressed? Ma said that y'all flew here with Clark."**

**Spidey and Madoka nodded. Then they got out their beyblades from their containers. "See these?" they showed her the Beyblades and Spidey showed her the device on his left wrist. "It's called the Ultimatrix. It lets me turn into different aliens, with different powers." Madoka speaks. "They called Beyblades. They're look like spinning tops but trust us they're not an ordinary spinning tops. It can a spin a hundreds times faster than any top spinning tops and the one with this beast on it has a special gear can be placed inside to release a massive energy temporarily. They're very powerful tools with a beast known as a 'Bit-Beast' and a Constellation star in it and they're sometimes used for sport or saving lifes." Spidey spoke again as removes his right hand glove and show her a spider bite and put it back on. "I also have spider powers. And weapons and this wrist watch with nanobots in it." Chance and Jake spoke up. "We made some unqiue tech and a jet out of junk."**

**Kara was shocked. She had never heard of such technology or even these Beyblades with very powerful beast and a star or them making tech out of junk. Even the most advanced scientific achievements or anicent achievements on Argos, Krypton's sister planet, had never even come close to something like that.**

**Spidey pressed the twin buttons on the Ultimatrix's dial, causing the dial to pop up. When it did, a small, green hologram of Humongosaur appeared. Then Spidey began twisting the dial, seemingly in notches. With each notch, a new hologram would appear.**

**Kara pointed at one. "What's he do?"**

**Spidey smiled. "Well, our next chore or mine job actually was to sweep out the barn. This guy'll do fine."**

**After he put up his Beyblade, he slammed down the dial. Kara covered her eyes and his friends does the same from the green flash. When it died down, she saw a six foot-tall, green and black turtle, standing upright on its back flippers. It had two larger flippers for arms, and a stubby head with no neck. The front of its shell had large holes in it, and the Ultimatrix dial appeared in the center.**

**"TERRASPIN!" the turtle cried out.**

**"What do you think?" Terraspin's voice was deep, but it also sounded sleepy, or bored.**

**"I think you were missed in The Little Mermaid." Kara's tone indicated that she was joking.**

**"Ha ha in case you know I seen that movie." Terraspin walked to the back of the barn, then faced the doors. "Y'all should probably get behind me."**

**Slightly unsure, Kara and his friends knew was about to happened walked behind the giant turtle. Terraspin jumped a few feet into the air, then his head disappeared into his shell. His arm-flippers straightened out an angle, while his feet-flippers joined together, to form a third "blade". All in all, he looked like an "O" had been placed over a "Y". Then the blades began spinning, and huge gusts of wind blew out of the holes in his shell. All of the dust and loose hay on the ground blew out the door. In a few moments, the floor was swept clean.**

**Terraspin slapped the dial on his chest, turning back to normal. Spidey turned to see Kara staring at him, eyes wide while his friends just grinned.**

**"That was awesome!"**

**Spidey shrugged, trying to look modest, but the grin wouldn't leave his face or his friends. It just felt too good to be appreciated. After that stupid reporter, JJ had used his influence to turn the world against him or her, he had forgotten what it was like to be liked with his friends.**

**"I'm just glad that I toned down Terraspin's power." He said, "Otherwise, I'd have probably blown the barn doors."**

**Kara gave him a quizzical look. "Have you knocked down barns before?"**

**Spidey's grin turned sheepish. "Well, before I really got the hang of it both with my powers, I used to cause a lot of damage to buildings and stuff. People don't really appreciate having their car crushed by an alien or as an superhuman spider."**

**"So where'd you get that thing and your spider powers and your weapons?" Kara gestured towards the Ultimatrix and his spider powers and his weapons on him even his best pal and his friends.**

**"It's a long story."**

**"I'll get popcorn?" Kara offered.**

**"Deal." They said together.**

**...**

**A few hours later, Spidey and his friends and Kara sitting on top of the barn. After getting popcorn which Kara has in her arms and Madoka bended down charging her super jump as a blue aura surrounded her and held Pikachu in her arms and jumped up to the roof and Spidey grab both Chance and Jake on his shoulder and jumped up to the roof like Madoka while Kara flew up following them. They began their storys like all sorts of things from their lifes.**

**(Spidey's life was like the mixed of Peter and Ben Tennyson).**

**Kara had been like a little kid at story time; neither Superman nor Batgirl told her many stories of their battles. In fact, the only hero that she knew who consistently told stories was Flash, and she was pretty sure that those were exaggerated.**

**At the moment, Spidey was telling her about his first time turning into Rath, an aggressive, humanoid, short stubb tail tiger. Apparently, when Spidey turned into that alien, he lost some of his self-control even with Dragoon who was the Bit-Beast lives in Spidey's body and mind and the Beyblade, and became more instinct-prone.**

**"...and then, when we get to the palace, we give the Tiffin to this big, red alien named Jarod. At first, we thought that everything was all right, but then he picks up the Tiffin, and eats him!"**

**Kara's jaw dropped. "He ate the baby!?" she screeched.**

**"Wait its gets even better." Madoka said because she knew it due to she went with Spidey after Gingka defeat Lightning L-Drago and her friends and Gingka were dead after the Dark Nebula relives and killed them and Gingka gives Madoka her Pegasus and sort of got powers after that and her age reduce to 10 years old and went with Spidey who got his Beyblade Dragoon V after Tyson Garnger give her the Dragoon Victory parts and somehow remade them into mix of plastic and metal Bey and very indestructible and a ultimate balanced type Bey and mix it with a rubber performance tip and made the Beyblade for Spidey and Tyson gave her his cap, gloves, holster for the launcher and the ripcord and the container and Kenny teached her how to clean this type of Bey and went with him back to his dimesion as a superhero and meet up with T-Bone and Razor who hasn't age a bit and went with them on a adventure like Ben 10.**

**Spidey chuckled, remembering what happened next. "Yeah, we pretty much had that same reaction. I think T-Bone fainted. Anyway, I got ticked off, well, more than usual as Rath, then I jumped up to the guy, opened his mouth, jumped down his throat..."**

**Kara gasped. They just laughed.**

**"I grabbed that little flying whipped cream, and then punched Jarod's teeth out so that I could get us free."**

**"What happened next?"**

**"He threatened to declare war on the Lodons if he didn't get his delicacy. And an apology. I reminded him that I had just jumped down his throat; I warned him that if he started a war, I would do it again, and then I'd knit his intestines into a sweater."**

**Kara started laughing hysterically. After a few minutes, she calmed down enough for Spidey to continue.**

**"Then we got back to Earth, I gave the Tiffin back to his mom, then I threatened to beat the living shit out of the ambassador; apparently he knew that the Tiffin was a food offering."**

**Kara's eyes narrowed. She had never met this ambassador, but she knew that she wouldn't have threatened to beat the guy up; she'd have actually done it.**

**"And then?"**

**Chance looked away as Spidey tell more. "Well, they left, and then I finally turned back to normal. T-Bone or Chance said it was because the Tiffin was sending out some sort of signal that messed with the Ultimatrix. Apparently he knew the entire time, but never told us." Now Spidey's own eyes narrowed. "And then I turned back into Rath."**

**"You beat him up?"**

**"Nah, just scared him some."**

**Kara shook her head, grinning. "Y'all have the craziest adventures." Then the grin vanished, and she leaned forward, with an serious look. "So why don't y'all want to be a superhero anymore?"**

**They sighed. They knew that question was coming. They decided to counter with one of their own.**

**"Do you know what it's like to lose everyone that you ever cared about?"**

**Kara looked at them for a moment, then looked at her feet. "Yeah, I do."**

**"WHAT!?" Spidey yelled.**

**Kara looked at them mostly Spidey, who had a look of shock on his face even them. "Did Clark ever tell y'all about what happened to our own planet, Krypton?"**

**They nodded. It had been a few hours after they had defeated the Thanagarians; since Spidey and his friends had shared their storys with the League, Superman had thought it only fair to tell them his own.**

**"Well, when Krypton exploded, I was on Argos, Krypton's twin; it had been thrown out of orbit, and was freezing over. We didn't have long before we could all die. Most of us were put into stasis so that there would be food and supplies for the scientists that were working on a way to save everyone else. It didn't work."**

**Tears began to form in the cornres of Kara's eyes, which she quickly blinked away.**

**"When Clark found me, I was the only survivor; all of the other stasis pods had failed." She looked back at Spidey. "What happened to you?"**

**Now it was Spidey who was looking at his Bey in his hand. "One of my villains attacked my home. My father, my Uncle Ben, My Aunt May, and My best friend Gwen Stacy..." Spidey paused to swallow the lump in his throat. "Harry and Eddie and...my girlfriend MJ. All of them, gone."**

**Kara fought hard to hold back her tears. While she knew what it was like to lose everyone important in her life, she had several years to grieve and move on. Spidey had only had three days.**

**The five sat in silence for a few minutes, just watching the sun set. After a while, Spidey grabbed both Chance and Jake and Madoka and they jumped down from the roof and Kara followed them. They headed indoors, where they enjoyed dinner with Martha and Jonathan. Spidey, Madoka, Chance, and Jake shared a few more stories, ending on a high note where they finished their tale of how they had saved the universe from the Highbreed, and then saving the entire Highbreed race from extinction.**

**After dinner, Spidey, Chance, Jake, Pikachu, Madoka, and Kara headed towards their rooms. It had been a long day, and everyone felt emotionally drained from their experinces.**

**...**

**Spidey had been here before with his friend Madoka. They remembered coming here, running faster when they saw the smoke. They arrived, hoping that everyone was okay. They saw the blood, and knew that someone was hurt. Then they saw the bodies. They saw the expressions of pain and horror. Then he saw them, standing on the ruins of his house, on his hover board, his sadistic laughter reaching their ears once more...**

**Spidey sat up straight, tears, falling down his face. He looked at the clock. It was 1'oclock. He'd only been asleep for four hours with his friends sleeping peacefully. He wiped the tears away, then stood. He was wearing a pair of black sweat pants and his tank top that Jonathan had loaned him the sweat pants. He had just gotten out of bed when his spider sense goes off he heard the door open.**

**"Spidey?"**

**Kara stood in his doorway, wearing a pink nightgown. Concern was written all over her face. Thanks to her super hearing, she had heard Spidey moaning and softly crying in his sleep. After a few minutes, she could no longer take it, and had come to his room.**

**Spidey stared at Kara for a moment, before all self-control abandoned him and he collapsed, sobbing and babbling incoherently. Pikachu heard his partner crying and woke up. "Pika?" Pikachu squeaked and concern on his face. Kara rushed over to him and wrapped him in her arms. She helped him into a sitting position, with both of them leaning against the side of the bed. Spidey continued to cry into Kara's shoulder. Kara let a few of her own tears fall, both for those she had lost, and for her friend.**

**They stayed there for a long time; these two pilgrims of differents worlds, united in loss.**


	3. Chapter 3

**Spider-Man Unlimited**

**Chapter 3**

**Hero Time**

**Kara stayed with Spidey for most the night, only leaving when she knew that the Kents would be waking up. Though neither had gotten much sleep, both Spidey and Kara felt better for the emotional release, and for that, Spidey was especially grateful. Though both would later remember the event with a touch of awkwardness, neither commented on it. They were friends; awkwardness was expected every now and then.**

**The next few days may not have been eventful, but they were just what Spidey needed. After he put his hoodie on but not the shirt, every day he and his friends would help the Kents with chores and farm work, usually with the help of his friends, aliens and his powers. After they were done, they would hang out with Kara; usually Spidey would show her more of his aliens, his powers and how to Beyblade, or tell her more of their adventures. Every night after the first, he would have nightmares but, fortunately, they were not as severe. After the third night, he was actually able to fall asleep again after the nightmare ended.**

**Spidey, Madoka, Chance, Jake, and Pikachu had more company than just the Kent family. Superman would vist form Metropoils every other day to check up on them, and the other League members each paid them a visit as well, only while in civilian clothes, and only by themselves, to avoid suspicion. Expect for Batman. The Dark Knight only called the Kent home once, and only briefly. It was certainly a surprise for them. Batman had never seemed the comforting type, so even checking up on them via phone call must have been werid. Still, it did wonders for Spidey's emotional state to find out that there were people who cared for them. He wasn't alone like the Avengers.**

**Gotham City, The Batcave**

**Batman sat at his computer, lost in thought. He had barely left his chair since Spidey, Chance, Madoka, and Jake had left for Smallville. He had even entrusted Batgirl and Robin with more patrol duties to cover for him, much to the surprise of his young partners. He stared at the image on his computer. An image of Spidey Parker, Madoka Amona, Chance Furlong, and Jake Clawson stared back.**

**Bruce heard footsteps coming behind him, but he didn't turn around. Years of training had taught him how to recognize the pattern of an individual's footsteps, and even without training, he had heard those shoes against the floor for so many years that he could have recognized their owner anywhere.**

**"Hello, Alfred."**

**"You got me again, sir."**

**"You tried leading with your left foot again." Batman smirked. "It's been awhile since you tried to fool me."**

**"With all due respect, sir, I was worried that your project concerning young Master Parker, Furlong, and Clawson and Miss Amona had distracted you from all else."**

**Bruce looked up as his butler placed a tray of food next to him. Then he looked at the time. He did need to eat. Bringing his attention back to the screen, he began typing with one hand, while picking his food with the other. Alfred waited patiently behind him.**

**"What is it, Alfred?"**

**"Sir," Alfred began, a hint of trepidation in his voice, "Spidey Parker, Madoka Amona, Chance Furlong, and Jake Clawson are not Bruce Wayne."**

**Bruce turned around and gave his butler a sharp look. "Are you so sure, Alfred? They lost their family, the girl he loved, everyone who was important to them. Even Chance and Jake lost their entire kind. How is they not like me?"**

**"Is that why you are helping them?"**

**Batman gestured to the computer screen. Under their images were their age, birthday, and every important fact needed in an identity.**

**"When my parents died, I was left millions of dollars, I was the heir to an incredibly successful company, and I had a home. They are from another universe. Not even Chance and Jake's hometown exists here. This way, they can at least have an identity. They can have a normal life."**

**"Will you use this as a bribe to get them to be heroes once more?"**

**Batman sighed, then looked down. "I'm hoping that Spidey sees it as an incentive to not be."**

**Alfred looked at him quizzically. "Sir?"**

**"He blames himself for what happened to his family. He believes that if he hadn't chosen to be a hero, he wouldn't have drawn attention to his family even for his friends. I can give them a chance to start over, to give up the life of a superhero, if they want to."**

**Alfred nodded. "I understand, sir."**

**Batman resumed typing for a moment, then printed out four sheets pieces of paper, which he handed them to the butler.**

**"Call Superman," he instructed, "tell him to give this to Spidey, Madoka, Chance, and Jake before he tries to introduce them to anyone."**

**Smallville**

**It had been a full week since Spidey, Madoka, Chance, and Jake had arrived at the Kent farm, and on the morning of the seventh day, he had a pleasant surprise.**

**Spidey had slept through the entire night; in fact, he'd overslept. It was almost 10 AM!**

**Sure, he'd still had nightmares, so he couldn't call his sleep restful. But heck, it sure beat waking up crying at 2 freakin' AM!**

**After showering and cleaning his and friends clothes with Clockwork(they still didn't have any other clothes), he put on his Superman t-shirt for the fuck of it and zipping up his hoodie and put his cap on the desk and got out a brown ferdoa hat style of Indiana Jones from his backpack and putting everything on they headed downstairs. They were mildly surprised to find Clark at the table, sipping a cup of coffee. He was in his civilian attire, for which them was grateful. They had gotten used to people wearing costumes, but still, they thought it looked a little silly.**

**"Morning, Spidey, Madoka, Chance, and Jake." Called the Kryptonian, "How did you sleep Spidey?"**

**"Better than usual," Spidey replied with Pikachu on his shoulder, "though that hasnt't been saying much, lately."**

**"Still having nightmares?"**

**Spidey sighed as he and his friends sat the at the table. "I don't know if I'll ever get rid of them and, to be honest, a part of me doesn't want to."**

**Clark tilited his head, confused. "Why wouldn't you want to..."**

**"Because we're in another universe." Spidey interrupted, "My family never existed here. The nightmares are the only time that I can see them now. I can't even visit their graves."**

**The five sat in silence for a while, until Clark slid them 4 sheets of paper.**

**"Batman asked me to give this to y'all." He smiled sheepishly. "I don't think I was supposed to read it, but I got curious."**

**Jake raised an eyebrow. "And here were, thinking you were such a boy scout."**

**Clark chuckled, remembering Flash saying something similar after the Justice League had defeated their evil, parallel-dimension counterparts, the Justice Lords.**

**"Never even got my first merit badge."**

**They laughed, then their turned their attention to the papers. Their eyes widened as they read. It was a short summary of their lifes. Only, it was not their lifes. Rather, it was the life of Spidey Parker, Madoka Amona, Chance Furlong, and Jake Clawson if they had lived in this universe. The details on the paper were vague, but Spidey and everyone else realized why. What they had been given was a rough draft of a new life.**

**According to the paper, their entire familys had recently died in an accident (which wasn't entriely untrue), and while they were waiting to receive property that had belonged to their family, they were staying with the Kents, who were apparently family friends.**

**They blinked. Property? What property? They looked over at Clark, who only shrugged.**

**"Guess he's looking out for y'all."**

**Chance smirked. "Aww, and here we thought he didn't care."**

**Clark's face grew serious. "Bruce might not act it, but he's one of the most caring people on the planet. He once changed the retirement policy throughout Wayne Industries just so one employee didn't have to retire."**

**"Oh." That eloquent response was all Madoka had. While they had figured that Batman wasn't all that Bruce Wayne was, they didn't realized the guy could be so damn nice. They would have to find a way to return the favor one day.**

**After a moment of awkward silence, Clark asked, "So, Spidey, Madoka, Chance, and Jake, other than when you first arrived in this universe, y'all haven't seen much of Metropolis, right?"**

**Spidey snorted. "You mean Metropolis without Thanagarians invading it? No, not really."**

**Clark smiled. "Yeah, alien invaders don't really attract tourists. Anyway, I figured that y'all could use a change of scenery. After all, a week on a farm could get boring."**

**They didn't necessarily agree. For the most part, they'd been pretty happy at the Kent farm. They had no problem helping out since his aliens, powers, weapons and his friends made chores a breeze, and the Kents were good people. It was only yesterday that they'd found that they had nothing to do. Normally, after they were done with chores, they would hang out with Kara, either showing her some of Spidey's aliens or Beyblading, or telling her about more of their adventures; however, her school had reopened, the world starting to resume its normal schedule following the Thanagarian invasion. And that meant that their newest friend had to finish her last few months of high school.**

**They shrugged. "We're guess it wouldn't hurt to see what's there. After all, Metropolis doesn't exist back home."**

**Clark grinned. "Great. I can introduce y'all to a few friends of mine. Y'all should probably leave a note for my folks; tell them you'll be out for a couple of days."**

**As Clark got up to change into his costume, they quickly ran up to their room, where Spidey grabbed a piece of paper and a pencil. At first, they had wondered those things were in the room, but Clark's parents had later told them that Clark was a journalist. Now it made sense to have those materials. Spidey quickly wrote a note explaining to the elder Kents where they were going, and that they would be back in a few days.**

**As they were walking out of the room after Chance and Jake grabbed their costumes and Glovatrixes and places them under their clothes and Glovatrixes invisble on their wrists and helmet and mask and gloves on the hands not seen and grabbing the small TurboKat and a growing ray gun, Spidey paused. He went back to the desk and wrote another note, this one to Kara. It said the same thing as the first, but with one addition.**

**P.S.**

**Remind me to tell you the story of when I fell into the Fountain of Youth. Trust me, it's hilarious.**

**Thanks for being there,**

**Spidey and Pikachu**

**Before they went down the stairs, he slid the note to Kara under her door. By the time they came back down the stairs, Superman was waiting near the door, already in his costume and tapping his foot impatiently. Spidey quickly placed the note on the kitchen table and he and Madoka got out their launchers while Chance and Jake place the TurboKat on the ground and Jake pointed the gun at it.**

**As Spidey and Madoka place their beys on the launchers, Superman frowned.**

**"Where's the rest of your stuff?" He asked.**

**Spidey and Madoka, Chance and Jake paused, then looked down at themselves.**

**"This is all we're got." They admitted and they gripped the ripcord and ripstring and Jake's finger on the trigger.**

**Superman mentally kicked himself. Of course they wouldn't have anything other than the clothes on their backs.**

**"LET IT RIP!" Spidey and Madoka yelled and pulled them releasing the Beyblades and Jake fired and the jet grow to full size again.**

**"Dragoon!""Pegasus!" "Come on out!" Spidey and Madoka commanded and they glowed and they came out.**

**"Thanks goodness that I didn't have use the Ultimatrix it can screw me up, I mean Azmuth would promised me that he'd have this thing fixed."**

**Spidey jumped on Dragoon's head and put Pikachu in his hoodie and placed visor on his eyes and Madoka puts on her goggles and mounted Pegasus and Chance and Jake jumped on the wing and hopped inside the cockpit and they flew and take off at a leisurely pace, not in any real hurry to get Metropolis. Superman pointed down.**

**"We're passing over Kara's school; she just waved at us."**

**Chance drive the jet and they saw her through their 3D radar and Spidey saw with his eye of the sniper. They looked down, still Spidey and his friends wave at the ground, hoping that Kara was still there to notice. Superman looked down for a moment, then looked back at Spidey, Madoka, Chance, and Jake.**

**"She saw. She waved again."**

**They smiled and everyone resumed their course. After a moment, Superman turned his attention back to Spidey.**

**"Who's Azmuth?"**

**"Creator of the Ultimatrix. He's also the leader of the Galvan." Seeing the blank look on Superman's face, Spidey sighed. "He's a Grey Matter."**

**Superman nodded in understanding.**

**"So, why do you call out your aliens' names?"**

**Spidey shrugged as rode on Dragoon's head. "I don't know," he said, "I guess the Ultimatrix read my mind or something and gave all of my alien's superhero names or my orignal superhero name Spider-Man."**

**"Now it's my turn," said Spidey, "how did you know that I was having nightmares?"**

**Superman looked away for a moment. "I got home about an hour before you woke up." Then he tapped his ear. "Super hearing. By the way, you snore."**

**Spidey groaned.**

**Metropolis**

**(I decided to everyone on this planet used to these humanoids people or a yellow mouse).**

**Superman guided Spidey, Madoka, Chance, and Jake to his apartment, where Clark quickly changed into his civilian attire. Spidey and Madoka caught their beys and Chance and Jake put up their jet in the bag and shrunk it again.**

**They took a look at Clark's home. "Nice place man." Spidey commented.**

**"Thanks." Clark replied, "It's not bad for a reporter's home."**

**"Considering that we still living at my aunt and uncle's house with Madoka until a little over a week ago, this is one heck of a first apartment."**

**Clark laughed, then went to grab his briefcase, then they headed towards the door. When they left the apartment, Clark hailed a taxi, and the five headed to Clark's office. As they got out of the cab, their jaws dropped. Spidey and Madoka seen this building before not Chance and Jake!**

**"You work here?" asked Chance as he gestured to the golden planetoid that topped the Daily Planet.**

**Clark shrugged. "Yeah. Why, do you know this place?"**

**Spidey and Madoka lowered their voices, so that no one could overhear. "We're 'arrived' not too far from here. That building was the first thing we saw."**

**Clark grinned. "Well, now you have a landmark."**

**Before they could respond, they saw a woman waving at them. Specifically, at Clark. As she walked over to them, they saw Clark's eyes light up. They could see why because that Clark has the flirty look in his eyes. The woman was certainly attractive, with a good figure, long black hair to the upper back, purple orbs eyes and a cute face. She wore a purple dress jacket and a short, white skirt and purple heels.**

**"Hey, Smallville." the woman greeted. They blinked. Smallville? She had nicknamed Clark after his hometown? That was kind of weird. Or was it some sort of pet name?**

**The woman continued. "So, who's your new friends?"**

**Clark smiled. "Spidey Parker, Madoka Amona, Chance Furlong, and Jake Clawson and Spidey's pal Pikachu, I'd like y'all to meet Lois Lane, head reporter for the Daily Planet."**

**Everyone shook Lois' hand one by one. Everyone had polite smiles on their faces.**

**"So, everyone," said Lois, "how do y'all know Smallville here?"**

**They paused for a moment, remembering what Batman had written down.**

**"Well, his family and ours were close, so we're staying with him until we get our place up and running."**

**Lois looked confused. "Can't your family do that?"**

**Spidey and they looked down, their good mood vanishing. It was still hard for Spidey to say it out loud. There was a good chance that it always would be.**

**Clark noticed his young and older friends' discomfort, so he decided to take over.**

**"Their family were recently killed in an accident, Lois. My family is all they're got."**

**Lois put a hand to her mouth, then put a hand on Spidey's right shoulder.**

**"I'm so sorry."**

**Spidey shrugged. "We'll be okay."**

**Lois nodded, then turned to address them.**

**"Come on, Smallville, we can give them a tour of the place.**

**Clark nodded, then them inside the building.**

**...**

**Spidey, Madoka, Chance, Pikachu, and Jake stared at the huge office. They had always thought that journalists worked in cramped little offices or worked out in the field. This room was bigger than the Batcave! It had high ceilings, a great view of the city, and every reporter there had an enormous desk to work from. They figured that this was the five-star hotel of journalism.**

**After a while, they turned their attention to Lois and Clark. Lois was currently chewing out a redhead named Jimmy Olson, while Clark was trying to defend whatever Jimmy had done. It was actually kind of funny. It reminded Spidey of his other friends Ben, Gwen Tennyson, and Kevin. Usually, it was Ben who had done something wrong, Kevin Ethan Levin giving him grief, and Gwen Tennyson giving Kevin grief over giving Ben grief. Hell, it like his friends do that to him once in a while.**

**It was saddening to remember that he would never see them again they were very good friends in his universe like his current friends, but it wasn't as soul-crushing as it had been a few days ago. While they had been at the Kent farm, Spidey had told Martha, Jonathan, Kara and whichever League member that was there that day stories of their adventures. It had become his own personal therapy. Each time he talked about it, it became easier to think about without bursting into tears. He still had a while to go with his friends, but he was getting better.**

**While the three Daily Planet employees argued, Spidey, Madoka, Chance, Jake, and Pikachu glanced at the walls. Every three feet or so was a framed copy of their newspaper, the oldest going back several years, which had the first offical appearance of Superman on it. Other front-pagers had more stories on either Superman or the Justice League, and all seemed to have been written by either Lois or Clark. They smirked whenever they saw Clark's name under a Superman article. It seemed kind of self-aggrandizing.**

**Further thought was interrupted as a middle-aged, balding man ran up to the journalists.**

**"What is it, Perry?" Clark asked, seeing the concern on the man's face.**

**"Bizarro was just spotted heading in this general direction." Judging from the way that everyone tensed up, they guessed that Bizarro was super villain, and a bad one at that. The older man, Perry, continued.**

**"Lois, Clark, get down there in case Superman shows up. Olson, go with them. And y'all," Perry directed a stern look at them only to got scared by Madoka's glare and her hands on her hips and growling and Spidey smiled under his ferdoa, "don't go anywhere and don't touch anything."**

**"Hey Smallville," said Lois, as she raced to her desk, "you and Jimmy go on ahead, I need to get my stuff."**

**The two men nodded and ran off.**

**While Lois was gathering her things, Spidey, Madoka, Chance, and Jake walked up to her.**

**"So this Bizarro," Spidey began, "he's pretty bad, right?"**

**Lois gave them an 'are you serious?' look.**

**"Think of a twisted, evil, stupid version of Superman," she explained, "and y'all hit the nail on the head."**

**They swallowed nervously. They'd seen what Superman was capable of, and now there was an evil twin? Just great but then Spidey's spider sense goes off as his eyes widen and body frozen for a second and Pikachu's ears twitched danger is coming.**

**"I'm afraid Bizarro is the least of your worries, love." A voice with a British accent spoke up.**

**Spidey, Pikachu, Madoka, Chance, Jake, and Lois spun to see a man in a trench coat behind them, his face covered in bangdages. They blinked. How the hell had anyone missed a guy like that?**

**"That voice..." Lois began to say.**

**"Oh, that's so sweet," said the man mockingly, "you remember your old friend Metallo."**

**With that, the man ripped off the coat and bandages. Spidey and his friends' eyes went wide. They wasn't exactly sure what they was looking at. It looked like a human man, but most of his torso, right arm and the right half of his face were replaced by gleaming metal. The exposed half of his face looked like a metal human skull, and a sinister green light glowed from the eye socket.**

**'Now that's just wrong,' Chance thought, 'Spidey is the only one who should have glowing green eyes when he goes alien.'**

**"What do you want now, Metallo?" They had to admire the fearlessness in Lois' voice. "Do you have anything to do with Bizarro coming here?"**

**"You'd be surprised what kind of distraction Bizarro will make if you offer him a cookie and a chance to kill Superman." The human half of Metallo's face grinned sadistically. Then he began to walk towards them. "But before he dies, I think I'm going to hurt him by killing you."**

**"Spidey, Madoka, Chance, and Jake, run! He's after me, not all of you!" Lois tried to run to the stairs, but Metallo blocked her.**

**They froze for a moment. What should we do? They wondered. They didn't want to go superhero or Spidey turn into an alien here, there were still people working here, and besides, did they really want to this again? In their minds, if they chose to be heroes again, they'd never stop. But then they remembered all the times that they'd saved people as Blade Breakers group(Spidey came up with that superhero group name). Had they asked for anything in return? No, they'd only helped people because it was the right thing to do. And since Metallo had less-than-friendly intentions towards Lois, they couldn't just look the other way. Still there was no way that they were giving up their secret identitys.**

**They quickly bolted across the room, as were the few other people who hadn't already left but after getting them rally up they get dead and gone as they left. But unlike them, they weren't trying to run. Since they already gone, they slid behind a desk, and they were grateful that it had wheels. They began to push.**

**Across the room, Lois was beginning to lose consciousness as Metallo choked her with his exposed hand.**

**"You have no idea how long I've waited to do this." Metallo sneered.**

**"Hey! Tin can shit! Look over here!"**

**Metallo turned his head to see a very large desk headed towards him, being pushed by what looked like two kids and two older humanoid kats with a small yellow mouse on the male kid's left shoulder. Honestly, he hadn't seen that one coming. His grip loosened in surprise, allowing Lois to fall to the floor and crawl away. The desk slammed into Metallo's legs, causing him to fall on top of it. The large combined momentum carried both the desk and Metallo towards the window. It shattered, sending both desk and super villain plummetign twelve stories down.**

**As Lois was working on getting air back into her lungs, she noticed them trying to do the same. She was more than a little shocked. Spidey, Madoka, Chance, and Jake had attacked a super villain? Not only that, they had knocked him out of a window? She wasn't sure if that was brave or very, very stupid.**

**They stretched their arms and grinned at Lois.**

**"Well, that takes care of him, huh?"**

**Lois shook her head. "He's gone toe-to-toe with Superman. A fall like that's only gonna make him mad."**

**They leaned their heads out of the shattered window. There was no one else on the street. People had learned years ago to evacuate and seek shelter whenever a superhero brawl was about to commence. They could see the broken remains of the desk, and a figure getting up. A gleaming metal figure.**

**"Aw, fucking damn," said Spidey. They looked at Lois. "How mad do you think he's gonna be?"**

**Lois gave a small, sympathetic smile. "He's going to want to kill y'all."**

**'Story of our lifes,' they thought grimly, but outwardly, they only looked worried.**

**"Uh, I think we gonna go now." They tried to act as nervous as possible, while backing towards the stairs.**

**Lois nodded. "Yeah, I'm going to see if I can get to Superman. He should be able to stop Metallo."**

**Madoka raised an eyebrow. "But Metallo is right outside."**

**Lois raised a notepad and gave a cocky grin. "I never miss at story on Superman in Metropolis."**

**Now it was their turn to wonder if Lois was brave or very, very stupid.**

**...**

**They parted ways, with Spidey, Madoka, Jake, Pikachu, and Chance heading out the back door. They cut around the side of the Daily Planet building, where they could see Lois trying to get past Metallo again, with the same lack of success as before, receiving a backhanded strike across the face. They scowled, but took a few steps back. Spidey looks at his friends who looked at him and they nodded and Spidey and Madoka put their hands on their Morphers and Chance and Jake got out their helmets, gloves and masks even the TurboKat as they grow it again. They turn on their costumes and T-Bone and Razor got into costume and Spider-Man used his Ultimatrix for a alien against a machine, and might even be able to help Superman in their own fight.**

**"It's Hero Time!"**

**...**

**Metallo was about to crush Lois Lane. In fact, he was sure that he would succeed that he was already planning the murder of those people that had knocked him out of the window. However, he was distracted by a roaring jet engine sound in the air and a green flash, and the shout of a mechanical voice and two voices shouted it from the jet.**

**"We're back!" "UPGRADE!"**

**Three figures strode out of the alley. A sleek black jet in the air hovering. It was vaguely humanoid, in that it had two arms, two legs and a head. The similarities stopped there, however. The back and head of the thing was black and covered with green circuitry. The front was white, save for a strange symbol on its chest. A single green eye glowed on its otherwise featureless face. The eye narrowed and the second figure was a female individual, slender build, about the 16 of age. She wore a full-body suit covering from head to toe, colored red and blue. The helmet was covered with a blue visor and the helmet looks like a Samurai with a mouth guard plate covering her mouth, the main body of the suit was blue, but the inside of the thighs were red, on the calves to ankles were white wings resemble of a winged horse's wings. On her chest was the insignia of a white Pegasus, the 'P' in the background to the right and 'S' on the left with the head of a Pegasus, a white scarf of a Pegasus' wings. On her forearms were long hot pink gloves non fingerless and twin belts.**

**"Okay, ugly," the creature and the girl took a fighting stance, "let's go!"**

**Metallo snarled, dropped Lois and then charged at them. This was getting out of hand. First the kids and the kats, now this...group. Was there to be no end to this interfernce?**

**Upgrade leapt at Metallo, but didn't strike him. Instead, his body became more blob-like, and then wrapped itself around Metallo's body!**

**Lois' jaw dropped. Well, that was new!**

**Metallo struggled as the alien somehow seeped into part of his mechanical body. To the outside observer, Metallo appeared to be completely covered in tar and green circuitry. After a moment, Metallo froze, than walked over to Lois, who backed off warily.**

**"Relax, Miss Lane," said Razor from the jet as Upgrade/Metallo held out his hand to her, "He's not going to hurt you."**

**Lois wasn't convinced. "Well, considering that you were trying to kill me a minute ago..."**

**Upgrade/Metallo shook his head. "That was Metallo, not me. I have control over him now; he can't do anything anymore."**

**"Who are y'all? What are y'all doing here?" Lois might have been afraid, but she was investigative reporter. It was in her nature to seek answers.**

**Upgrade/Metallo would have smiled if he had a mouth and Pegasus, T-Bone, and Razor smiled.**

**"First off, you can call me Spider-Man but in this form Upgrade, my friends Pegasus, T-Bone, and Razor. Second, we're jsut here to help." Upgrade/Metallo looked around for a moment. "We're don't suppose you know where Superman is?"**

**As if in answer to their question, a smoking figure hurtled through the air, crashing through a building behind them, he was quickly followed by a familiar red-and-blue figure. Upgrade/Metallo, Pegasus looked back at Lois while T-Bone and Razor looked through the glass canopy at her.**

**"Never mind," he said, "we think we know where to find him."**

**Turning away, two rockets somehow grew from Upgrade/Metallo's back, which in turn sprouted stabilizer fins. Lois blinked. Metallo had never been able to do that before! Upgrade/Metallo and Pegasus gave her a two-fingered salute before rocketing away and Pegasus super jumped after him. "Let's rock and roll!" T-Bone said and they rocketed away following them. Lois smiled. She had what all journalists live for: a new story.**

**...**

**Superman was getting annoyed. Bizarro was difficult to deal with at the best of times, but this was the fifth time he'd had to smash the twisted clone through something. Why couldn't he just give up? His musings were interrupted by the sight of Bizarro struggling to his feet. Superman sighed. Maybe the sixth time would be the charm. Before he could move, a bright green and blue beam of energy along with a yellow thunderbolt struck Bizarro in the chest, driving him to the ground again. Superman turned in midair to see what looked like a man made out of black paint and green circuity rocketing towards him with a black jet and a girl with a small familiar mouse on the girl's shoulder on the wing of the black jet hovering. The only thing that gave away his identity was a familiar symbol on his chest and a Pegasus on her chest. Before he could say anything, the figure held up a hand.**

**"Call me Upgrade."**

**Supermna nodded. "So, what's this one do?"**

**Upgrade/Metallo spread his arms wide. "I can take control of machines, and then make them better. This is what happened when I grabbed Metallo."**

**Supermna's eyes went wide. "Metallo!? What was he doing here?"**

**"He was trying to kill Lois. Don't worry," he added, after seeing the panic in Superman's eyes, "we stopped him, and Lois is fine."**

**Superman sighed in relief. "Thank you."**

**Upgrade/Metallo and Pegasus shrugged. "No problem; we're just doing the hero thing again."**

**Every hero noticed Bizarro getting back to his feet.**

**"What do you say we end this?" Superman began charging his heat vision for emphasis.**

**Pegasus grabbed her Beyblade and launcher and put them together and aimed it at Bizarro and Pikachu charged up with static on his cheeks, "Pikaaa..." Pikachu growled and Razor puts on some red goggles and a gantling gun came out from the side of the TurboKat.**

**"Sure," said Upgrade/Metallo, "let's see just how powerful I can make this guy and besides. Let's get him."**

**Both of Upgrade/Metallo's arms became cannons. A third, larger cannon grew from his chest, and a small rack of missiles morphed from each shoulder. "LET IT RIP!" Madoka yelled and pulled the string launcher and releasing the Beyblade with a force of a missile as Pegasus flew with a blue energy blur. All of those weapons fired at once, joined by a green beam of energy from his eye, Pikachu unleash Thundershock as a yellow lightning bolt, as well as Superman's own heat vision and cement slugs fired. The combined blast and Beyblade made a considerable crater in the ground as Bizarro was covered in cement slugs and left a smoking and thoroughly smacked and fired-down Bizarro. Pegasus caught her bey in her hand as everyone floated down to street-level and T-Bone and Razor got out of the TurboKat and landed on the ground and they walked up to them. "Bingo!" Razor said and they highed five each other.**

**Upgrade/Metallo froze for a moment, until Upgrade separated himself. Metallo fell to the ground, but instead of collapsing, he remained frozen in the same position and Upgrade slapped the dial on his chest, turning back to normal and in his Spider-Man Unlimited costume as Spider-Man.**

**"What... what did you do to me?!" Metallo could barely get the words out, as his jaw was clenched shut.**

**Spider-Man explained, just as Lois Lane and several other reporters arrived. "Before I left as Upgrade, I shut down every one of your systems expect for your mind, your eyes, and your voice box." Spider-Man, Pegasus, T-Bone, Razor, and Pikachu looked up for a moment. "Of course, now I wish that I'd shut that last one off too."**

**The reporters all laughed, while Superman gave a grin. Spider-Man turned to Supermna.**

**"Think you could give a lift for Pegasus? I need to get something because forgot it at some place."**

**Superman looked confused for a moment, but nodded and grabbed Pegasus under her arms and T-Bone and Razor hopped back into the TurboKat with Pikachu and Spider-Man shot out a web line to a building and took off all together before the reporters could ask any questions. Superman, T-Bone, Razor, and Spidey landed on a rooftop several miles away, where Spider-Man and Pegasus looked around for moment to make sure that no-one could them. When they were satisfied that they were alone, their masks remove to the neck line and T-Bone and Razor remove their helmets and masks.**

**"I thought y'all said that y'all didn't want to be a heroes anymore?"**

**They looked down at the streets below with Spidey. "I was always taught by my mother, dad, and uncle to do the right thing; to help other people to best of our abilities." Spidey grinned, even Chance, Madoka, and Jake did too. Spidey reached back and pulled out his father's shield which shifted into a full size shield and looked at it before put it back. "And thanks to my powers, weapons and Ultimatrix, I've got a whole lot of abilities and this shield is made me into the first Avenger like my father Steve Rodgers aka Captain America of the Avengers."**

**T-Bone and Razor aka Chance Furlong and Jake Clawson grinned and patted the TurboKat. "Thanks to our jet we can help out also as the Swat Kats."**

**"Even our Beyblades do the same as Pegasus and Dragoon." Madoka added.**

**Superman smiled back, but then looked away. "I thought y'all blamed your weapons, powers, watch and your tech."**

**Spidey's smile faded. "Maybe we still do. But we do know that they would be disappointed if we didn't do what we believe is right. We don't know, maybe we're trying to honor them by living up to what they taught me or us."**

**Superman nodded, then put a hand on Spidey's shoulder. "I do the same thing; I try to live up what both my Earth parents and my Kryptonian parents taught me."**

**"Thanks, Clark."**

**"No problem, everyone." Superman frowned. "So, what was it that you needed to get?"**

**Spidey shrugged. "Something that I left at your parents' house. We'll be back in a couple of hours."**

**Superman tilted his head. "So, why did you need me to carry Madoka here? She could have just launch her beyblade right there."**

**Spidey stared at Superman for a moment, then slapped his forehead.**

**"I am such an idiot." He mumbled.**

**Superman was still laughing minutes later when Spidey and Pegasus launch their beys and got on Dragoon and Pegasus and took off towards Smallville with T-Bone and Razor in the TurboKat.**

**Smallville**

**They arrived at the Kent farm, still kicking himself over completely forgetting that he could web swing immediately. He and Madoka flown through an open window in the farmhouse, then shut down their suits and caught their beys and put them back and Chance and Jake got on their clothes and left the TurboKat outside. They walked over to the house and opened the door to the sound of cheering. Confused, they followed the sound to the living room, where they spotted Martha, Jonathan and Kara clapping and celebrating whatever was on television. They were embarrassed when they realized they were cheering about. They were watching them help Superman beat Bizarro on a news report! Apparently there had been a news crew recording the entire fight.**

**'Oh well,' thought Spidey, 'at least here we're getting good press.'**

**Supergirl, courtesy of her super hearing, heard someone come in, even over the volume of the television and the cheers. She turned to see...**

**"Spidey! Madoka! Chance! Jake!" she cried. The elder Kents turned to see Kara tackle Spidey with a rib-cracking hug. "That was so cool!"**

**"Kara!" Spidey gasped, "Air!"**

**Kara quickly let go. "Sorry!"**

**"It's okay," Spidey replied as he rubbed his sore side and quickly healed, "just remember that I may be superhuman I break easy when I'm human."**

**"We just saw what y'all did," Martha said as she placed a hand on Spidey's shoulder, "I'm sure that your familys would be proud of you."**

**They felt so much pride when they heard that.**

**"Plus," added Kara, "the way you used Metallo to beat down Bizarro with your friends and Pikachu? That was awesome!"**

**"Thanks, but we think that Clark did most of the work, we just finished him off." Earlier in their superhero careers, they had often bragged of their accomplishments; now Spidey was more mature, and knew how to be modest.**

**"Wait, why are y'all back here? I thought y'all still be in Metropolis." Kara tilted her head in confusion.**

**"I forgot something here," explained Spidey, "and if we're gonna be doing the hero thing again, I'm going to need it."**

**They quickly went upstairs, but came back down only a moments later. He was wearing his blue and red cap backwards again. It was a simple change, but it was seemed to make him an entirely different person. His eyes seemed to shine, and there was an almost cocky grin on his face like Sonic The Hedgehog.**

**"Hello, world," he said as they pumped their fist before he shouted it, "Spider-Man, Pegasus, T-Bone, and Razor is back!"**


	4. Chapter 4

**Spider-Man Unlimited**

**Chapter 4**

**Laying Down Roots**

**Spidey on Dragoon and Madoka on Pegasus with Chance and Jake in the TurboKat made it back to Clark's apartment several hours after the Kent farm and put everything back. From there, Spidey got out a red Dodge pickup truck from his bag and everyone got in Chance driving and they easily made their way to the Daily Planet building, where they found Clark and, to their surprise, Lois. Clark gave a small smile when he noticed Spidey's trademark Tyson cap backwards. Lois, on the other hand, was considerably less happy.**

**"Where were y'all!?" Spidey and his friends could tell that she was more than a little annoyed with them; probably because they disappeared near the presence of a psychotic super villain. "After Metallo attacked, I couldn't find y'all anywhere! What happened?"**

**Spidey put up his hands in a placating gesture. "Sorry, after Metallo got up, and you said that he would probably try to kill us, we freaked out. We got lost for a while, then we wound up at Clark's apartment. I got my cap, then got directions back here in the truck.**

**Lois' expression changed from worry to skepticism. "How did y'all get into Kent's place and how you got this truck?"**

**Spidey's smile turned slightly condesecending as he and his friends to Clark. "You might want to consider locking up when you leave home, Clark and I have this forever."**

**It was a lie, of course, but hey, they figured that it would make a convinvcing over.**

**Lois turned a glare towards her colleague. "Really, Smallville? I swear, if you were living in Gotham, you'd have been robbed a dozen times over by now."**

**Clark shrugged. "Well then, I guess it's a good thing that I don't live in Gotham."**

**Lois rolled her eyes. "Whatever, I need to head home and finish my story on this new group, Spider-Man, Pegasus, T-Bone, and Razor. After the Thanagarian invasion, the world could use some more heroes." She gave them a small smile. "See you around, everyone, and while I'm glad y'all safe, try not to do anything stupid anymore, okay?"**

**They gave a grin. "No promises."**

**After rolling her eyes again, Lois left. Clark got in the truck and in the front with Jake in the middle seat back to his apartment. Along the way, Spidey had to ask.**

**"Does she know about, uh..." Spidey unzipped his hoodie and revealed the diamond crest of Superman in several photos.**

**Clark shook his head. "No, she doesn't know who I am, and I hope that she never finds out, for her sake; I don't want her placed in any more danger than she already is. And Spidey I hate to asked where you got that shirt has my family's crest."**

**"Easy, Clark at a clothing store in my universe." Spidey said.**

**Chance, Jake, Madoka, and Spidey thought about this for a moment; it made sense, save for one thing; it seemed that Lois Lane was already in as much danger as possible. From the stories they'd heard from the Kent family during their stay, Lois was always getting kidnapped, falling off of buildings or getting attacked by super villains. Knowing who Superman was wasn't going to make her life much more dangerous, if at all.**

**"But...you're in love with her, right?"**

**Clark's head snapped around so fast that everyone could actually hear the tendons crack. "How could you tell?"**

**Spidey smirked. "Dude, me and my friends could see you giving her goo-goo eyes the second she showed up."**

**Clark scratched his head. "That obvious, huh?"**

**"Yeah. So, what's the problem? Why not just ask her out? You don't have to tell her your big secret."**

**Clark looked down at his feet. "She has a thing for Superman."**

**Spidey had zipped his hoodie up. Chance stop at a red light and blinked several times. "Okay, let us see if we're got this right; you like her, she likes Superman, you are Superman, and therefore Superman must like her too."**

**Not completely sure where Spidey was going with this, Clark only nodded. Spidey took a deep breath.**

**"So why don't you make this easy and just fucking tell her who you are!"**

**Clark opened his mouth to respond, but no words came out; he had nothing to counter Spidey's suggestion. Spidey pinched the bridge of his nose, his brow furrowed in exasperation.**

**"Geez, I knew you were invulnerable; I didn't know you were dense!" Spidey sighed.**

**Clark looks at him. "Wait, how do you know about dealing with this sort of thing?"**

**Spidey rolled his eyes. "I told MJ that I was a superhero after our first date when we meet. It probably saved me a lot of guilt later on." It still stung to think about MJ, but it was dulled by his furstration with Clark. Were all the superheroes in this universe like this, or was it just Superman?**

**They continued heading to Clark's apartment in silence, everyone lost in thought; Spidey, Madoka, Chance, and Jake, who were questioning the intelligence of the people in this universe, and Clark, who had to think on what now seemed like a very obvious hole in his logic.**

**By the time they arrived at the apartment, Spidey had finished fuming and Clark had finished kicking himself over being an idiot. After getting the truck in the bag, they were, however, very surprised to find someone sitting at Clark's table, sipping a cup of coffee.**

**"Hey Clark, hey Spidey, Madoka, Chance, and Jake." A very cheerful Kara Kent waved at them.**

**"Kara? What are you doing here?" Clark frowned. "Shouldn't you be in school?"**

**"Check your watch, cousin," Kara smirked, "it's Friday and school ended hours ago."**

**Clark groaned, while Spidey, Madoka, Chance, and Jake grinned. Apparently, Clark had been so lost in thought that he'd barely been able to get home, much less know the time. When Kara got up to put away her coffee cup, Spidey and his friends noticed something: she was in her costume. They had never seen her wear it before; sure, she was a superhero and apparently all superheroes wore costumes, but they'd never seen Kara in hers. She wore a white t-shirt with the "Super-logo" on it, as well as a short, blue skirt, red boots, white gloves and a short red cape that hung from the shoulders of her shirt.**

**"Not that we're mind your company or anything," said Spidey, "but why are you here, Kara?"**

**"I help out Superman whenever I'm in Metropolis." Kara explained. Then her smile grew impish. "And since y'all back in the hero game, I figure I should see what you can do besides lift hay bales."**

**Then Chance and Jake run into the bathroom in a blur and suddenly came out as T-Bone and Razor in their costumes and holding the TurboKat in hand and the growing ray gun. Everyone grinned right at her. "Oh, just bring it on!"**

**Clark smiled. This was certainly an improvement from Spidey he'd seen a week ago with his friends; he could tell that they were still upset about the loss of his family and the Kat's whole kind, but at least now they had some fire in them again.**

**"Why don't y'all patrol Metropolis for the day; if y'all need me for anything, just call me."**

**Spidey frowned, not really understanding until Clark tapped on his ear to indicate his super hearing. Supergirl smiled, then went to the window.**

**"Y'all coming?" she asked.**

**In answer, Spidey and Madoka activated their costumes as the nanobots spread on them quickly and they're Spider-Man and Pegasus.**

**"READY!"**

**They flew, Spidey hanged by a web line in the sky while Madoka held on Spidey with her arms on his neck and her legs on his waist and T-Bone and Razor enlarge the TurboKat out of the apartment and hovered after reaching full size and they swing, flew a moment later. Clark stared after them for a minute, then sat down at the table, his mind drifting back to Lois, and Spidey's words regarding her.**

**Downtown Metropolis**

**"This is so boring!"**

**Spider-Man, Pegasus, T-Bone, and Razor looked at Supergirl in confusion. They'd only been patrolling for fifteen minutes, and she was already bored? Maybe it was because she was still a little new to the whole hero business.**

**"Hey, don't worry about it; in our universe, we're usually have a couple of weeks worth of patrols behind us before anything happened."**

**Supergirl looked at Spider-Man as if he'd grown a second head. "How did y'all not go insane?"**

**Spider-Man, Pegasus shrugged while Razor did the same in the fighter jet and T-Bone shrugged like them while his hands on the joystick. "Usually because I spent that time Beyblading with Madoka or watching Chance's favorite TV show Scaredy Kat after I got that program for him."**

**Supergirl groaned. "But I just want something to happen."**

**Suddenly the Ultimatrix and TurboKat picked up an alarm. "Uh oh, there is an robbey at an bank in this part of Metropolis. Let's go." Razor told them through the Ultimatrix after Spidey give them the same symbol on the Ultimatrix badge and it was that moment they were right that large a explosion rocked street, and several armed men ran out of what used to be the front of a bank towards an armored car.**

**"You were saying?" Spider-Man turned to Supergirl, but she was already rocketing towards the criminals. They sighed. The way she'd rushed into the situation they reminded of Spidey when he'd first found the Ultimatrix and before the Swat Kats show up; he had always acted like he was invincible. Still, they supposed that Supergirl had a right to be a little cocky; as far as they'd seen, Kryptonians were nearly invincible. Still, they decided to keep an eye out, just to be on the safe side.**

**Supergirl wasn't worried. These were just common thieves, and she was bulletproof. This was an easy chance to show a veteran like Spidey, Madoka, Chance, and Jake her stuff. She landed in front of the armored getaway car.**

**"Alright boys," she began, "fun's over; drop the money and the guns and I won't have to send any of you to the hospital."**

**All but one of the thieves looked at each other nervously. The last one, the leader, smiled, much to Supergirl's surprise. Sure, she hadn't been doing this for as long as other heroes, but normally thieves either surrendered or shot ineffectually at her. The only ones who smiled were super villains, or had...**

**"I knew this would come in handy today." The man's grin grew wider as he pulled out a piece of glowing green rock.**

**Supergirl's eyes widened as she felt the effects of the Kryptonite. She felt sick and weak. As she collapsed to the ground, she berated herself. She should have known something was up the minute she saw the smile. She should have put some distance between her and them. She should have...**

**She never finished her thoughts on what she should have done, as a shield looks like the Amercian Flag hit the ground, ricocheted off from the ground and hit the guy in the head knocking him back to the ground. Spidey, Madoka jumped down and the shield that bounced off from the man's head ricocheted back to Spidey's forearm.**

**"Back off, boys. Don't make us hurt you." Spider-Man all but growled the words as he held up the shield in front of them. They had been content to let Supergirl handle this, thinking that it was only a few thugs, and she did seem to need to let off some steam, but when they saw the light from that stone cause her obvious pain, they kew that it was time to help.**

**The thugs pointed their weapons at the spider-themed teen with a shield. They obviously had no fear of this superhero save Kryptonians. Spider-Man had a mind to change that, but he still needed to shield Supergirl from that stone. He put up his shield in his back and activated the Ultimatrix and slapped it down. In a flash of green light, Spider-Man was replaced by what looked like a gorilla made out of red, blue, and yellow Lego blocks. Like nearly all of Spidey's forms, the Ultimatrix symbol was displayed on his chest.**

**"BLOXX!" the creature yelled.**

**Before the stunned criminals could react, Bloxx leapt backwards. His body extended and connected, forming a dome around Pegasus and Supergirl that protected her from the Kryptonite's harmful radiation. On the inside of that dome, Supergirl was help by Pegasus as she rose shakily to her feet as she recovered. She jumped a little in surprise as Bloxx's face constructed itself in front of them.**

**"You okay?"**

**Supergirl squinted at him. "Spidey?"**

**"Call me Bloxx." Bloxx's attention drifted for a moment when he felt bullet pelt body. Some of them pierced through, and a few more of those hit Supergirl and Pegasus hid behind Supergirl, but Bloxx could regenerate and Supergirl was bulletproof, the only thing they needed to worry about was the guy with the Kryptonite.**

**"What happened, Kara?" Bloxx turned a concerned face at Supergirl even Pegasus. "Why did that rock hurt you?"**

**"Kryptonite." Supergirl explained. She hadn't recovered as quickly as she'd have liked. While Bloxx was protecting her from the harmful light of the green rock, he also blocked the rejuvenating effects of Earth's sun. "The radiation is poisonous to Clark and I."**

**Bloxx nodded and then called T-Bone and Razor. "T-Bone, Razor take care a guy with a green glowing rock strip him of it, then. Think you can take care of the others?"**

**Kara nodded. "Y-yeah, no problem."**

**"Roger that, Spider-Man." T-Bone say and the call went off.**

**"Releasing Spider Missile." Razor said and fired a missile with a rope from it and the missile broke apart into a net and caught the Kyrptonite in it and reel it back up into the TurboKat and they flew out.**

**Bloxx noticed the lack of confidence in her voice, but decided to talk to her about it later. Right now there were bad guys who still kept shooting him, and it was really starting to tick him off. Focusing his abilities, Bloxx's body changed back to his regular form and ran towards the man, ignoring the bullets that continued to him, and delivered a wicked headbutt to the now without Kryptonite-holder. He stepped back to observe after Pegasus stood side by him.**

**Now exposed to the sun's energy, and free from the threat of the Kryptonite, Supergirl attacked with a vengeance. The remaining criminals were out cold in less than a minute's worth of punches and kicks. As the crowd of people that had gathered cheered, and the police arrived to take the would-be bank robbers into custody, Bloxx extended his arms to grab the top of a building and pulled himself up. Supergirl and Pegasus followed.**

**After a few moments of roof-jumping, Bloxx sat down and saw T-Bone and Razor holding the Kryptonite was in a tool box and wouldn't be a risk. Supergirl and Pegasus joined him a moments later. Bloxx, T-Bone, Razor, Pikachu who was in the TurboKat was on the ground and Pegasus could tell that she was depressed. Her face was tilted down, and she was hugging her legs to her chest.**

**"You okay?"**

**Supergirl looked up at them. "No, not really, but I don't want to talk about it."**

**"Trust us," said Bloxx, "we should; it'll do you a world of good. But maybe we should get rid of that Krypto-whatever first." T-Bone opened the box that contained the rock for emphasis.**

**Supergirl smiled. "Kryptonite."**

**Bloxx rolled his eyes. "Whatever." Then he slapped the Ultimatrix dial. After the green light faded, Kara saw a green, humaoid gooey creature with a small UFO hovering over its head.**

**"GOOP!" The creature's voice was squeaky and sounded like it was being spoken underwater. Kara could spot the Kryptonite in T-Bone's hand as he placed it in Goop's hand, but her eyes widened as she saw the stone dissolve right in front of her!**

**"Acid." Explained T-Bone, as if it were obvious. Once the Kryptonite was completely dissolved, Goop slapped the Ultimatrix dial once again, only to turn back into Spider-Man, who sat down in front of her with his friends.**

**"Now do you want to talk about what happened?" Spidey's mask remove to the neck line and his face clearly said that they weren't going to take no for an answer.**

**Supergirl sighed. "I messed up. Superman's been teaching me to fight smarter but, I don't know, I just wanted to prove myself, so I ran in without really thinking."**

**Spidey leaned back, surprised. "You wanted to prove yourself? To who, us?"**

**Kara nodded.**

**T-Bone spoke up. "Look, you don't need to prove yourself to us; anyone who can lift buildings and shoot lasers out of their eyes, and isn't trying to take over the world, has our respect."**

**"But y'all don't get it," said Supergirl, "y'all saved your entire universe and planets; people still see me as Superman's sidekick."**

**Razor shrugged. "So what? All that means is that you work harder to show that you're your own person, and eventually people won't see you as a sidekick, they'll see you as a hero."**

**Supergirl smiled, so they took that as a sign as that they were getting through to her.**

**"Now, as for what happened," Supergirl's face fell again at Madoka's words, "you would have been fine if that guy hadn't had the Kryptonite. Other than that, you were a little overconfident; it's okay, Spidey was like that for years, and we almost always had to have someone else save his sorry butt because of how he acted. We're pretty sure that's why the Justice League was founded, so that heroes could watch out for each other."**

**Kara felt her spirits rise. If Spidey, Madoka, Chance, and Jake could rise above their flaws, then darn it, so could she!**

**"Thanks, everyone."**

**Everyone hero rose, and Spidey patted Supergirl's shoulder. "Well, we learned not too long ago that it's good to talk about this sort of thing with friends." Then his mask came on him again.**

**"Come on," he said as he jumped off the roof and shot out a web line as web swinging, "we've only been doing this for a little while; let's check around the rest of Metropolis before we head back to Clark's place."**

**Supergirl laughed as Pikachu jumped on her and the Swat Kats hopped into the jet and Pegasus held on the wing as they flew into the air. "Knowing him, he's probably been worrying since the minute we left."**

**Spider-Man, Pegasus, Pikachu, T-Bone, and Razor joined in the laughter as they flew back to Clark's apartment. Unbeknownst to them, however, as a certian superhero had been listening in on they had been doing since leaving his apartment, only stopping when he heard his phone ring; his caller ID showed that it was someone who never called.**

**...**

**When Spidey, Madoka, Chance, Jake, Pikachu, and Kara arrived at Clark's apartment a few hours later, after Chance and Jake left the TurboKat on a empty building rooftop and having Madoka carried them with her telekinesis into the apartment, they noticed Clark with a rather thoughtful expression on his face.**

**"What's up, Clark?" Kara never liked it when people had that expression; with her teachers, it usually meant extra homework.**

**"Sorry, Kara, but I've gotta take Spidey, Madoka, Chance, Jake, and Pikachu somewhere; Batman needs them for something."**

**Their eyebrows rose. Batman actually asked to see them? What, did he run out of bats to chat with or something?**

**Clark turned to Kara. "I also have some League business to take care of. Do you think you can handle things tomorrow while I'm gone?"**

**Kara was shocked. Clark was willing to give her that kind of responsibility, even for one day? She glanced uncertianly at her friends, who gave her grins and a thumbs-up. Her confidence bolstered by his support, she nodded at Clark. Then she frowned.**

**"Why are you waiting for tomorrow? Can't you leave tonight?"**

**Clark shrugged. "I've given up trying to figure out why Batman does what he does."**

**"You're probably better for it." Spidey muttered.**

**Both Kryptonians smirked, but said nothing. Clark left for his room; it was getting late, and he was getting tried. Kara got ready to return to Smallville; it wouldn't take her long to get back, and Spidey and Pikachu were sleeping on the couch and his pal on going to sleep on his chest while Madoka, Chance, and Jake were going to sleep on other couchs in the living room. Before she left, however, she grabbed Spidey in a crushing hug.**

**"Thanks for the talk, Spidey."**

**"Kara!" Spidey gasped, "Air!" even his superhuman strength which was 1 million tons but still he can crushed once in a while.**

**"Sorry!"**

**Kara quickly opened the window and flew out, not looking back. She might have wanted to, as she would have found seeing Spidey sitting on the couch, trying to get oxygen back into his deflated lungs to be hilarious.**

**...**

**The next morning, Spidey, Madoka, Chance, Jake, and Pikachu awoke fairly rested. Spidey hadn't woken up in the middle of the night, though the nightmares persisted. Maybe he was just getting used to them, which wasn't a very pleasant thought for Spidey. After breakfast, he launch Dragoon and Madoka did for Pegasus and Chance and Jake with Pikachu hopped into the TurboKat while Superman got into his costume. The five flew in silence for a few minutes, with Spidey and Madoka, and Chance, and Jake only slightly behind Superman, since they had no idea where they were headed.**

**"So, where are we headed, and why are we headed there?"**

**Superman turned his towards Spidey who is on Dragoon's head. "Batman needs all of you in New York City; he said that it was important if y'all were going to live in this universe."**

**Spidey and Madoka nodded in understanding did Dragoon and Pegasus even Chance and Jake heard it also through their jet's radio systems. Maybe it was some government thing that was based in that city or the stock market. If Batman said it was important for them to be there, then it probably was.**

**Superman spoke up again. "Thank you."**

**"For what?"**

**Superman smiled. "First, for what you said about me and Lois; I guess I really needed to have that shoved into my face."**

**"Does that mean that you're gonna tell her?"**

**"I don't know; it would be a big step. There aren't a whole lot of people outside of the League who know who I really am." Superman paused for a moment. "But I am giving it more thought."**

**"Well hey, it's just advice; I just think it might make things easier for you if you want to start something with her."**

**The five flew in silence for a few minutes before Superman spoke again.**

**"And I need to thank you y'all for one other thing."**

**"And what's that?"**

**When Superman spoke, there was genuine gratitude in his voice. "Thanks for saving Kara, and for telling her what she needed to hear."**

**Spidey frozen for a minute before getting his control of his body back as him and his friends stare at him.**

**"You know about that? You were there?"**

**Superman laughed. "I don't need to be nearby to hear a conversation, and I can see through almost anything."**

**"That must make your day job a breeze." Chance muttered.**

**"It does. I can't tell y'all how many times Lois has been mad at me for getting a story before her. Which is one reason why I have reservations about telling her."**

**"At least she can't kill you; MJ has a temper that she could kick my butt if I did something to make her mad."**

**All heroes and heroine shared a small laugh. The rest of the trip was in silence, but this time it was a comfortable kind.**

**...**

**New York City**

**The five heroes landed at the coordinates that Batman provided, which turned out to be an alley. Superman was only there for a minute before he had to leave, saying that Batman had asked for Spidey, Madoka, Chance, Jake, and Pikachu to come alone; plus, he still had a meeting with the other members of the Justice League to go to. Once Superman left, Spidey and Madoka caught their beys and put them up and Chance and Jake in their civilian clothes and put up the TurboKat jet in the bag. They stepped out of the alley to see a limo drive up to them. The window cracked open wide enough to reveal its occupant.**

**"Get in." said Bruce Wayne.**

**Spidey, Madoka, Chance, and Jake with Pikachu on Spidey's shoulder, and the six rode in silence for a while, until Madoka couldn't take it any longer.**

**"Where are we going? Why did you call us here?"**

**For a moment, Bruce's face stayed in its normal, impassive expression; then his mouth turned in a small smile.**

**"Your new home."**

**"Dingo say WHAT?"**

**"You'll see."**

**After a few minutes of driving, the limo pulled into the driveway of a nice penthouse apartment. From the outside, it looked like a normal, skyscaper style home, with a really long fence with piles of junk in the junk yard in the fence and the store name was covered by a blanket above of the non clear glass doors. Bruce, Spidey, Madoka, Chance, and Jake walked to the double glass doors, where Bruce produced a key. He opened the doors, and suddenly the blanket on the store's name blow off by wind and it revealed the name 'B-pit' and their's jaw dropped. The outside of the penthouse apartment might have been ordinary, but the inside was not! It looked like the place of Madoka's father B-pit it was the same with display windows with no Beyblades or launchers just looks like its empty and a staircase at the corner of the room and a elevator leading up to the main penthouse.**

**Bruce gestured for them to go in the elevator. Further up into the penthouse, as soon as they got out of the elevator they walked through the entry room with a small closet. As they pass the ten foot corner of the entry area a rather large room about thrity feet wide and twice as long led to a island bar and a kitchen behind it and a dining area to the left. The kitchen led to a hallway about four feet long with a ten by ten rooms at the end of it. These secret rooms in the hallway, the first when entering the hallway from the kitchen was a large movie room with lots of seats and enormous film screen and collection of films and a movie projecter. The secret room cloeset to the 40x40 room was meant for two sliding poles leading underground of a large underground base of the Swat Kats with large computers and a lab large enough to make the people in labs jealous. The dining area lead to two actual areas, the one along the back of the dining area and kitchen lead to a well light room with a rather large bathroom in the corner and a balcony outside of the penthouse with a rather large swimming pool to which the high schoolers cheered about and the view of New York City. The other along the dining area and living room was a hallway with 4 doors on the right which leads to rooms about ten by ten with the expection of the master bedroom which has it's own bathroom. Another three similar rooms and a bathroom with a rather large bedroom facing oppsite. In the living room were a pair of couches forest green, a rich mahogany coffee table about a foot and a half off the ground, two feet wide and seven feet long. A pair of mahogany matching end tables for the a forty-three inch flat screen TV and VCR with couple of empty shelfs for movies next to it. The kitchen was fully equipt with pots, pans, utensils, plates, bowls, glasses, and cups. The dining area has a mahogany dining table that was four feet wide and six feet wide with eight chairs. In one of the rooms besides by the master bedroom and the large bedroom was a study room with queen Anne chairs and a smaller round table for the study room. In the two rooms with other doors on the left side of the hallway were games rooms with video games and a largest flat screen TV with a Playstation 3 and Xbox 360 and games next to it and the other room is fill with acrade games and a air hockey table in the second game room. The other one in the hallway was a bedroom. The master bedroom upstairs above the hallway has a queen size bed right against the wall, right under a wall lamp. A small table was next to it, and next to that was a cloest with a dresser inside it. A lamp and alarm clock were on the table. It was mostly storage space largest penthouse and a makeshift apartment with couple of plants in the living room and a beautiful fireplace. They turned back to Bruce, but it took a moment for Spidey to get his ability ot speak going again.**

**"How did you get this? Why?"**

**Bruce smiled again. "I didn't get this for y'all; your family and friends did."**

**"Come again?"**

**"I've been spending the last few days constructing each of your identitys in this universe; birth certificate, insurance, medical records. Everything that y'all will need if y'all going to live here, including your parents' last will and testament."**

**Jake frowned. "How the frag did you get all of that stuff? We never even told you of our parents' names; how could you have written up their will?"**

**"When y'all told J'onn to read your minds, he picked up more than just the memory of the two previous days. The pain was so fresh that y'all subconsciously focused on any and all information about your familys, in order to keep them close, and J'onn read that too."**

**Jake's frown deepened. "Okay, next time we see that guy, he and we are going to have a little talk about personal boundaries."**

**Bruce shrugged. "It got y'all a home faster. Does it really matter now?"**

**"We guess not." It didn't mean that Spidey, Madoka, Chance, and Jake was any more comfortable with the idea of someone seeing all of their personal information, though.**

**Bruce smiled, then he turned around, heading for the elevator. "Take some time off. See what's around the city; after all, if y'all are going to live here, y'all need to protect." He paused in the elevator. "Oh, I almost forgot; here's something else that y'all need."**

**He handed them each a small package; inside was a for Spidey a Ipod Touch cell phone the skin was sky blue, and the others cell phones, a couple of bank cards and drivers licenses. They looked at Bruce curiously.**

**"Another gift from' your parnets and friends. The cell phones has the numbers of everyone in the League, as well as the Kents'. The bank is a few blocks away. Y'all might want to see just how much money y'all have; I have a feeling that y'all won't have to work for a long time."**

**With that, the doors closed on Bruce and the elevator goes down. They stood frozen for a moment, then jumped in the air together.**

**"THIS IS FREAKIN AMAZING!"**

**Bruce, who had been about to enter his car, heard the shout and allowed himself a grin before getting inside.**

**...**

**Spidey, Madoka, Chance, and Jake spent a couple of hours exploring their new home, after setting up the displays windows down at the street level store with Beyblades and launchers which were in Spidey's bag, which included Chance's favorite TV show after Spidey installed an TV statille and Chance was happy because now he can watch his favorite show Scardy Kat, a another secret room with a home gym in it. The B-pit was beside a mechanices garage like theirs back at in their universe the MegaKat Salvage Yard expect without Commander Feral giving them bad reviews as the Swat Kats and checking out the underground hanger of the Swat Kats after Chance and Jake put their TurboKat in and the base was filled with various training equipment and the really long tunnel which the TurboKat can launch and fly and heavy mechinary and large comupters.**

**Even a underground parking garage and after they set up Spidey four rides which were the red Dodge pickup truck, General Lee, yellow Lamborghini Murcielago LP 670-4 SV, and Chance and Jake's tow truck.**

**They smiled. Their house. Two week ago, some of them were still living in their places, now they had a place of their own.**

**After checking out everything in the penthouse apartment/ junk yard home, Spidey used his new phone to call the Kents home to let them know what was happening. Though they'd only knwon them for a week, but they'd become almost like surrogate grandparents to them. When he'd called them and put it on speaker phone, he'd also asked for Kara's phone number to let her know as well, but they told them that Kara had a bad habit of accidentally holding her phone too tightly and crushing it; they did say that they would tell her when she came back the next day.**

**After that, they drove over to the bank; they were curious to find out just how much money their "parents" had left them. Once they did, a security guard had to ask them if they were OK. Apparently, they'd spent about five minutes not moving, just staring the screen on the ATM.**

**As they drove away, they kept muttering to themselves. "Twenty million... what, does Bruce keep that kind of money in a petty cash drawer or something?"**

**Two stops on their way back home were a supermarket and a clothing store. The cashier gave them a funny look when they bought nothing but their style of clothing, but they'd only shrugged.**

**"It's our style." They'd said.**

**Once they'd stocked up their kitchen, and each of their closets, they went back out to do a little exploring; they'd spent more time out in deep space than actually seeing his own home state which was NYC, even if it was in another universe. They wandered around the city, not really looking for anything in particular, until Spidey spotted something familiar; a very large sign showing Sonic. After Spidey told them that his favorite food place is Sonic and he couldn't stop a very large grin from spreading over his face. A Sonic fast food place; considering how many alien worlds they'd been to over the years that didn't have chili dogs, they were actually a little surprised to find that this universe had his favorite fast food place.**

**They would have gone and sit down on the chairs, but a fire truck sped by, its sirens blaring. They sighed; chili dogs would have to wait. They ran to the nearest alley, then Spidey and Madoka activated their nanobots watchs and Chance and Jake changed into costumes and calling for the TurboKat.**

**"It's Hero Time!"**

**...**

**One Month Later**

**They kicked back on their couch, flipping through channels on their TV. They hadn't been that busy over the last few weeks. New York City didn't really have much in the way of super villains, not that they were complaining. In fact, aside from the occasional accidents, fire or robbery, the city was pretty quiet, at least by the standards of a superhero. It was New York City, after all, and this city is not quiet.**

**'Maybe that was why Batman got us a house here,' mused Spidey.**

**Still, they'd become popular heroes; at least, Spider-Man, Pegasus, and the Swat Kats had become popular. They had no intention of people discovering their secret identity a second time not ever.**

**Further thoughts were interrupted by a knock on the door of the elevator. They got up, wondering who it might be; aside from members of the League visiting them every once in a while, they didn't really have visitors. Usually, they'd just patrol around the city, then stop by Sonic's joint they'd discovered; it was the one routine from their old universe that they'd held onto.**

**Spidey opened the door to see Clark Kent and Diana with very serious looks on their faces.**

**"Hey guys," said Madoka, "what's up?"**

**"Spidey, Madoka, Chance, and Jake," said Clark solemnly, "there's something we need to discuss with y'all."**


	5. Chapter 5

**Spider-Man Unlimited**

**Chapter 5**

**Initiation**

**Smallville, Kansas**

**Spidey, Chance, Madoka, Jake stood alongside Martha, Jonathan and Clark Kent with Pikachu on Spidey's shoulder, cheering for the graduating class of Smallville High School. Their applause was specifically directed at one graduate that wasn't exactly normal. It was with a grin of self-satisfaction that Kara Kent accepted her High School diploma. After the graduation ceremony, Kara rushed over to her family and friends.**

**"Thanks for coming, Spidey, Madoka, Chance, Jake, and Pikachu; it means a lot that y'all came here."**

**Spidey smiled at her. "Hey, on a day as important as today, how could we miss it?"**

**She had been pleasantly surprised to find them attending her graduation. They had apparently been trying to stay hidden in order to surprise her, but it's rather difficult to hide from someone with superhuman senses unless you have super ninja stealth.**

**After receiving hugs from all 7 of her personal audience, the Kent family plus one returned to the farm. Most of Kara's graduating class was planning a party later that night, but Kara had a much bigger event to attend. Clark and Kara went upstairs to get into their costumes, while Spidey, Madoka, Chance, and Jake went into the barn and got in their costumes as Spider-Man, Pegasus, T-Bone, and Razor and the TurboKat was outside the house of the Kents and head back to the jet. Superman and Supergirl came back down the stairs in time to be greeted by the Blade Breakers who are Spider-Man, Pegasus, T-Bone, Razor, and Pikachu standing in front of the TurboKat jet.**

**Supergirl gave a thumbs-up, while Superman chuckled.**

**"Y'all going to make quite the impression with y'all on the team, everyone."**

**Spider-Man shrugged. "Hey, if you're gonna meet people, make sure that they don't forget ya, eh?" Oddly enough, Spidey spoke with a Canadian accent which he does once in a while.**

**Martha Kent approached Superman. "Now, Clark, you take care of your cousin and Spidey, Madoka, Chance, and Jake, all right?"**

**Clark smiled at his mother. "Don't worry, Ma, they're gonna do fine."**

**Martha smiled back, then rejoined her husband at the table.**

**"Have fun, kids!" Jonathan waved at them. The seven heroes nodded, and T-Bone and Razor jumped into the TurboKat and took off high into the sky and suddenly T-Bone and Razor put on their oxygen masks. "T-Bone time to go to the Speed of Heat!" Razor said and he nodded and a silver heat shield over the glass canopy and four large mega thrusters came out on the top and bottom and they took off with more speed with a sonic boom at the end heading into outer space, and Superman put a finger to the communicator in his ear.**

**"We're ready."**

**A white light surrounded the group, growing brighter by the second. When it became too bright to look at, it cut out altogether. When the light disappeared, the heroes disappeared with it.**

**Three Months Ago**

**"Spidey, Madoka, Chance, and Jake," said Clark solemnly, "there's something we need to discuss with y'all."**

**"Sure." They felt a little uneasy as they let Clark and Diana into their home; both of them seemed very serious, almost grim. They tried to remember if they'd done something wrong. Had they broken some law, or disobeyed a rule that superheroes had to follow? So far, no oen had mentioned any wrongdoing on his part.**

**"What's going on guys?" Spidey gestured for the two heroes to sit at their table, which they did.**

**"There's something we need to ask all of you." Diana looked briefly at Clark, who nodded at her. "Do y'all remember what happened the day after we defeated the Thanagarians?"**

**They shrugged. "We remember getting a little snappish with you guys; sorry about that, by the way."**

**Diana smiled. "It's perfectly understandable, given what y'all went through; however, before we found out what had happened to you, we had been planning to offer all of you membership in the Justice League."**

**Their's eyes widened. They remembered Superman telling them that the world needed more heroes like them, and then interrupting him; had they really been about to offer them League membership? Looking back, they realized that immediately taking them up on that offer would have been a bad move; they had needed the time to grieve, which had led to them staying at the Kent home for a week.**

**Clark took over for Diana. "I know that it still hasn't been that long for y'all, but we'd like to extend the offer again: will y'all join the Justice League?"**

**Only one word at the offer of this and describe this...**

**"Freakin absolutely." Clark and Diana were slightly taken aback by Spidey and his friends' lack of hesitation.**

**"Are you sure that you don't want to think about it?"**

**Spidey, Chance, Madoka, and Jake smiled at them. "Aside from us, the only other real superheroes in my universe were the Avengers, Ben Tennyson, Gwen Tennyson, Kevin Ethan Levin, four of my ancestors Conner, Ezio, Altair, and Edward and Professor Paradox." They decided not to mention the Galactic Enforcers; those guys were decent heroes, but they could be downright silly crap even the Justice League learn of Madoka's friends who were Beybladers and real heroes. "Joining the Justice League is a chance for us to be part of something greater, to do more to help people; how can we freakin' refuse that deal?"**

**Thanks to her empathic abilities, Diana could feel the resolve in their spirits which were flare up as if like Gingka or any other Beybladers, just as she could feel the pride in Clark's. She felt the same pride for the young man and woman along with the two older Kats; they had been hurt badly, but they were still willing to fight on even meaning never give up or back down even quit. Any Amazon would have been proud to fight alongside someone like them.**

**"So," Spidey said, rubbing his hands together in anticipation and cracking his knuckles, "when do we start? We'd love to start smacking down some supervillains right here right now."**

**Clark laughed at his young friend's enthusiasm. "Not yet, Spidey; actually, we invited y'all pretty early, as sort of a thank-you for helping us during the invasion. In about another couple of months, we'll start sending invitations to other heroes around the world; then, we'll bring them all up to the Watchtower."**

**Madoka tilted her head. "Wait, we thought the Watchtower was destroyed."**

**"It was, but we're in the process of building a new one; it'll be better than ever, and can be a permanent home for any full-time heroes."**

**Chance grinned. "Cool. So, who else are you inviting? How many other heroes?"**

**Superman shrugged. "Batman is still looking over his files on them to see who's qualified, but I can tell y'all that there'll be a lot."**

**Diana interrupted him. "And I can tell y'all that all of you were the firsts on the list of candidates."**

**If someone had told Spidey that a few years ago, he would have let sort of pride go to his head. Now however, he and his friends only felt honored. They were going to be part of something bigger.**

**The Watchtower**

**The light of the teleporter faded, and Spider-Man, Pegasus, Supergirl, and Superman stepped out to see a massive room. It looked like it could have held at least a few hundred people! Spider-Man, Pegasus, and Kara looked around, impressed with they saw. Crap even T-Bone and Razor made it here after docking the TurboKat in the hanger of the Watchtower and meeting Spider-Man and Pegasus at the teleporter area. Superman smiled at them like a proud father, then waved over the rest of the founding members of the Justice League.**

**"Glad to have y'all with us." Green Lantern got a glare from Supergirl for only addressing Spider-Man, Pegasus, T-Bone, Razor, and Pikachu, so he grudgingly, "Both of y'all."**

**"Yeah, welcome aboard, you six." The Flash slapped Spider-Man's left shoulder. Unfortunately, he got a mild electric shock out of it from Pikachu.**

**"Sorry!" Spider-Man rubbed the back of his head in embarrasment. "Guess Pikachu is a little nervous; he built some electricity without meaning to, eh?"**

**Green Lantern shook his head. "All right, all of you step off the teleporter; I've gotta go get some more recruits."**

**The League members, both new and old, walked down the stairs with Spidey's gang the Swat Kats and Madoka as the teleporter flashed again, sending the Lantern back down to the Earth's surface. Spider-Man, Pegasus, T-Bone, and Razor chatted with Flash and Wonder Woman, while Supergirl stopped to see an amazing view of the world below. Seeing her adopted homeworld reminded her that it was more than just an honor to be a member of the Justice League; it was a responsibility.**

**"Never gets old, man?" Supergirl turned to see Spider-Man with his friends behind him watching the Earth below them. "We're been in space more times than we can remember, and even if it's not the same Earth, it's still one of the coolest things I've ever seen."**

**"Reminds me of what we have to fight for."**

**T-Bone nodded. "All the more reason to get to know the people we'll be fighting alongside; come on, we think some more are arriving now?"**

**Supergirl followed their gaze, and indeed, there was another glow surrounding the teleporter; more new Leaguers were coming in.**

**"Come on," said a grinning Supergirl, "let's meet the team."**

**...**

**A couple of hours passed, and both Spidey, Madoka, Chance, and Jake and Supergirl had split from each other, talking to the growing number of heroes.**

**Of the new members they met, they found a that they immediately liked. First was Steel, who seemed likable enough; apparently he'd created his suit of powered armor as an homage to Superman. Not that was a bad thing in Spider-Man's mind because he knew Tony Stark or Iron Man. Next were Vigilante and Shining Knight. They were a little goofy to them, but they seemed like they knew what they were doing. Last was Zatanna; T-Bone and Razor had a little difficulty talking to her with Spider-Man and Pegasus. Not because she was incredibly attractive meaning she wore an black top hat, white bustier shirt with a black jacket, black underwear tights, fish nets stockings, and black high heels, and black gloves, though that certainly didn't help, but because she reminded them a little of Gwen and Dr. Fate. She was smart, kind, had a razor wit and could use magic like them.**

**Spider-Man couldn't quite get over his hesitation with her. She's not Gwen who is alive, so why should we have any problems with her? Spider-Man tried to reason with himself.**

**Further conversation was halted when Superman called for everyone's attention. He was standing on a higher level of the room, alongside Wonder Woman, Flash, and Green Lantern. When everyone was quiet, he began to speak. Even though they were in the back of the crowd, Spider-Man, Pegasus, Pikachu, T-Bone, and Razor had no trouble hearing Superman's booming voice.**

**"Each of you brings something different to the table. Strength, speed, stealth, whatever."**

**'I can do all of that and more,' thought Spider-Man with a hint of smugness even his friends agreed with him because they don't have those abilities but powers and tech.**

**"But we're all equal in at least one way. Each of us is willing to make the sacrifices a hero needs to make." Superman seemed to stare right into Spider-Man, Pikachu, Pegasus, T-Bone, and Razor's eyes. "Even the ultimate one."**

**'We know that better than most.' They thought.**

**"Since there are so many of us, we can do more than just put out fires, both literal and figuartive. We can be proactive; we can do some real good in the world, but we're going to have to be organized." Superman pointed upwards, and Spider-Man, Pegasus, Pikachu, T-Bone, and Razor and several others followed to see a smiling Martian Manhunter. "J'onn will be up here, keeping an eye on everything; he'll be the one to decide who's going where and when. I know a lot of you are used to making those decisions by yourself, but from now on, we have to be more coordinated than that. We can't be cowboys anymore." Superman smiled. "Or cowgirls."**

**A few of the heroes in the crowds laughed, Spider-Man, Pegasus, Pikachu, T-Bone, and Razor among them. Out of the corner of their eyes, they saw Batman approach a guy in green Arrow Hood costume with a bow and quiver on his back.**

**"We sent the Lantern for you because you never gave us an answer."**

**The blonde archer glowered. "Come on, I don't belong up here, fighting monsters and aliens and supervillains. I just help the little guy, and in a big club like this? You tend to forget all about them."**

**Spider-Man frowned even his friends, not really liking this guy's attitude. They were all heroes here; did it matter if they saved someone from a fire, or a giant monster, so long as they were saved?**

**The guy continued. "So gee whiz, I'm flattered to be asked and all, but no thanks."**

**Batman's eyes narrowed, but he turned and walked away, saying "Suit yourself." He paused, then turned his head towards the archer. "Those monsters you don't fight? They tend to step on little guys."**

**It took all of the Blade Breakers' group willpower not to crack up then and there. 'Nice one, Bats,' they thought.**

**Meanwhile, J'onn had brought Green Lantern's attention to one of the computer screens. "It's some sort of nuclear accident. The sensors are showing a massive release of heat."**

**Green Lantern nodded. "I'll get down there and try to contain it."**

**The Martian stopped him from leaving. "That's the odd thing; it's not dissipating. It's moving in a straight line." He looked down at a digital roster of the League members. "Take Captain Atom; he might be able to absorb some of the radiation."**

**"Right." Lantern agreed, "And I could use some muscle for crowd control."**

**"Take Supergirl." J'onn raised an eyebrow at the Lantern's unhappy expression. "She's got to start sometime."**

**"Fine," Lantern grumbled, "but if I'm going in with two new members, I'm taking someone with more experince and more of it, too."**

**"Who did you have in mind?"**

**"Spidey, Madoka, Chance, and Jake. If any surprises come up, they're the best suited to respond."**

**The Martian nodded as the Lantern flew up into the air. "Use a Javelin; the radiation's making it impossible for the transporter to get a fix on the location. And let T-Bone and Razor to used their jet if anything it's highly advanced and lots of surprises of missiles in that jet of their's."**

**"Captain Atom!" Lantern barked, "Kara! Spider-Man, Pegasus, T-Bone, and Razor!"**

**"About time." Supergirl headed in Green Lantern's direction with a cocky smile.**

**'Here we go,' thought Spider-Man, Pegasus, T-Bone, and Razor. The five heroes joined Green Lantern, along with a man in a silver bodysuit with red boots, gloves and an atom symbol on his chest. He gave a nod of greeting them.**

**As the eight walked to the Javelin bay, the Lantern asked, "Any of your ever been to Chong Mai?"**

**"It's on the State Department's 'no travel' list." Replied Captain Atom, "It's a Class Three felony for American citizens to go there."**

**"We don't think that country exists in our universe." Captain Atom gave Spider-Man, Pegasus, T-Bone, and Razor a funny look when they said that, but didn't say anything.**

**"It is anywhere near Queens Beach(fake beach name)?" asked Supergirl. Green Lantern only groaned.**

**As the heroes walked to the elevator, Spider-Man, Pegasus got a good view of the Javelin bay. They'd never seen the League's original Javelin-7 ship, but from what they'd heard from the civilian crew that operated the Watchtower's day-to-day functions, the new Javelins were faster, tougher, and better armed but not as faster, tougher, better weaponary of the Swat Kat's massive black fighter jet the TurboKat in one of the hangers with a Javelin-7. On the way to their Javelin and the TurboKat, Spider-Man, Pegasus, T-Bone, and Razor noticed the archer guy from before run up to them. Apparently, he'd taken a different elevator.**

**"You're not gonna leave me on Mount Olympus?" He almost whined the words. Spider-Man, Pegasus, T-Bone, Pikachu, and Razor couldn't decide if they found this guy funny or annoying. Maybe a little of both.**

**"You can go back the way you came." Was Green Lantern's response.**

**"Uh, no. No one's playing pinball with my molecules again."**

**Lantern rolled his eyes. "All right, we'll drop you off after we're done."**

**As the team walked up to the Javelin and the TurboKat which surprise Captain Atom and the green archer at first at the sleek black massive F-14 Tomcat fighter style jet and shook their heads as T-Bone and Razor jumped in cockpit and the glass canopy closed up, Spider-Man and Pegasus noticed the archer hesitating. "Come on," he told the guy, "it's just like a road-trip expect, you know, without the road." Seeing the guy rolls his eyes behind his mask, Pegasus tried a different tact for Spider-Man. "So, we're Spider-Man, Pegasus, our friends in the jet are T-Bone and Razor and his pal Pikachu, and you are...?"**

**"Green Arrow."**

**"You sure you're not Robin Hood?"**

**"Ha ha. I get that one all the time."**

**"Ahem!" Both heroes turned to see Green Lantern tapping his foot. They quickly got inside.**

**As they found their seats, Green Lantern getting into the pilot's seat, Supergirl walked up behind him.**

**"So, you're gonna let me drive, right?"**

**"Whoa, wait a minute." Captain Atom had a worried expression on his suit-covered face. "Has she been certified in a Javelin?"**

**Supergirl sat down and gave him a look. "Why don't you take the stick out, Corporal?"**

**"It's Captain." Was the huffed reply. Spider-Man, Pegasus, Pikachu snickered even T-Bone and Razor heard it and snickered too while Green Arrow gave Supergirl a thumbs-up.**

**"Let's fly!" T-Bone remarked over the radio of the TurboKat to the Javelin and pulled the throttle to max and the TurboKat's engines turned on with a blue thrust fire roared to life with a loud sound and accelerated through the tunnel of the Watchtower as they put on their oxygen masks as they go out of the Javelin bay tunnel with the Javelin behind it and as they took off side by side in outer, Spider-Man, Pikachu, and Pegasus got a good view of the Watchtower. It was a massive structure, built to hold hundreds of people. It looked like a massive white and gold pillar, with an incomplete ring piercing the top. It was an incredible sight.**

**As the Javelin and the TurboKat headed towards the planet, Green Arrow leaned towards Captain Atom. "Is that a containment suit?"**

**"Uh-huh. I'm not flesh and blood anymore; just living energy."**

**Green Arrow leaned back with a frown on his face. "That wouldn't be nuclear energy, would it?"**

**Captain Atom glanced a him with narrowed eyes. "With a name like 'Captain Atom', what do you think?"**

**Green Arrow crossed his arms. "I think you're what I marched against back in college."**

**'Oh, he's goanna be fun to work with,' thought Spider-Man sourly.**

**Chong Mai Countryside**

**The rest of the trip was silent, but mercifully brief. The Javelin and TurboKat landed in a forest clearing. Green Lantern, Supergirl, Captain Atom, Spider-Man, Pegasus, T-Bone, Razor, and Pikachu strode out, but paused when they saw several miles of scorched terrain. It looked like someone had focused a nuclear bomb in a straight line through the area.**

**"Looks like we missed the party." Supergirl remarked.**

**"Yeah," said T-Bone armed with his Glovetrix on his right arm with Razor have the same thing, "our invitations must've gotten lost in the mail."**

**"We'll do recon," said Green Lantern, cutting off any future quips, "if you see anything, don't try to engage."**

**Captain Atom stood at attention. "Roger that."**

**Spider-Man face palmed. 'Really?' He thought, 'This guy really is a soldier.'**

**Green Lantern looked taken aback. "Uh, you can just say okay."**

**"...Okay." Captain Atom walked off. Supergirl rolled her eyes and sighed, and she and Spider-Man, Pegasus, T-Bone, and Razor followed.**

**Green Arrow watched them leave, then took a drink from the water bottle he'd taken from the Javelin. As Spider-Man heads back to the Javelin to see if anything might give them a clue, Green Arrow lowered the bottle, he noticed Spider-Man frozen up and turned to the source they noticed a dozen armed men, several of whom were aiming RPG's at...**

**"GET DOWN!"**

**The 6 heroes heard the shout and reflexively sought cover. Green Lantern used his ring to bring up a large shield, just in time to stop a rocket while Spider-Man brought out his Captain America shield and created a massive bulletproof and rocket proof web shield held it up in front of Green Arrow and him. Bullets more rockets soon followed. The six others heroes relaxed when they saw that the weapons weren't having any effect on the shields.**

**"State Department sure was right about them not liking foreigners." Captain Atom said rather coolly.**

**"It's crazy!" snapped Green Lantern, "No reason for it!"**

**"I'll give 'em a reason!" Supergirl prepared to take off when she felt a hand on her shoulder.**

**"Don't do it, Kara," said Razor, "that'll only make it worse."**

**"He's right," agreed Lantern, "we came here to help them, not to fight."**

**Green Arrow looked at them. "So y'all just goanna stand there until they run out of RPGs? If this radiation thing is as bad as it looks, there's a lot of people out there that are goanna get fried."**

**Spider-Man shrugged. "He's also right; hang tight, we'll take care of it."**

**Green Arrow looked at Spider-Man and Pikachu skeptically. "What are you two goanna do, cute them to death?"**

**Spider-Man and Pikachu grinned. "Hold this." Spider-Man said and give Green Arrow the web shield to him and Spider-Man took a few steps back from the shields and jumped up high into the air with his shield and Pikachu on his shoulder. "Pikachu use Thunderbolt!" Spider-Man commanded and Pikachu jumped up into the air. "Pika-CHUU!" Lightning erupted from the rodent Pokémon's cheeks and surrounded him and aimed directly at the soldiers. The electricity of lightning bolts hit the soldiers and when it reached the soldiers, the weapons in their arms got shocked as they released their weapons and Spider-Man shot out several web lines to them and yanked them away from the soldiers and over the shields and Spider-Man landed as Pikachu landed on Spider-Man's left shoulder and looked at them who were shocked at Pikachu's Thunderbolt attack.**

**"Sorry mates," Spider-Man said, "But no one can resist my pal's static personality!" Supergirl and Green Arrow groaned. "What? I don't know a lot of electricity puns."**

**The nine froze at the sound of a helicopter. They took fighting stances with Pikachu protecting his partner and long time pal as it landed and the doors opened, but they relaxed when they saw that the soldiers accompanying an aging general did not appear hostile.**

**"My apologies for the fireworks," said the general in a too-smooth voice, "Colonel Kin here was just a farmer before the revolution; he doesn't know who you are." He smiled at them, but Spider-Man, Pegasus, Pikachu, T-Bone, and Razor could tell that it was fake. "I'm General Kwan. I am most flattered that the Justice League has honored us with its presence, but I must ask why."**

**Green Lantern stepped forward. "You had some kind of nuclear accident."**

**The general waved it off with a smile. "A minor problem. It is fully under control."**

**"If it's all the same to you..." began Lantern.**

**"It's fully under control." The General had lost his smile, and his eyes had a dangerous glint to them. "If it's all the same to you."**

**"Listen," said Supergirl, "we came a long way to help..."**

**"Your help is not needed here," interrupted Kwan, "thank you for coming. Now goodbye." He made a brisk about-face, then strode off.**

**After Kwan and his soldiers left, Spider-Man spoke. "We're pretty sure that the odds of him not hiding something are the same as Batman getting a sense of humor."**

**...**

**The sun began to set as the heroes went back into the Javelin. Green Arrow went into the back and fumed, Supergirl was doing her best not to break anything and Captain Atom was sitting in a chair, awaiting new orders. Spider-Man, Pegasus, T-Bone, Razor, and Pikachu were playing rock, paper, and scissors game to past the time. Green Lantern was speaking to J'onn on the communication screen.**

**"I'll telling you, J'onn, it took all the restraint I had not to part that guy's hair with my ring."**

**"You did the right thing." J'onn's face grew more serious, if that were possible, "but the problem is not under control; it's getting worse."**

**"Don't you get it?" Lantern turned to see Green Arrow walking up to him. "They don't want anyone to find out about the accident; and they don't care how many of their own people they have to lose to keep it quiet!"**

**"This isn't your concern!" Lantern gave Arrow a steely glare. The archer in turn merely clenched his teeth, then walked off. John turned back to J'onn. "He does have a point. Maybe the nine of us should go back and..."**

**"No! We can't just do whatever we went; when we formed the League, we agreed with the world's government's wishes." The Martian sighed. "No matter what we may think of their policies."**

**John was about to reply when Supergirl rushed in. "Lantern! Green Arrow's gone!"**

**"And so is the Geiger counter." Added Captain Atom.**

**"Fucking shit, come on y'all." said Spider-Man, who put up his shield, "There's being brave, and then there's being stupid. We better find him before he starts an international incident."**

**...**

**It took some searching, but thanks to Supergirl's advanced senses, they located Green Arrow. What they hadn't expected to find was the archer firing explosive arrows at the source of the radiation, which turned out to be a several-hundred-foot-tall robot. A robot with giant cannons for arms, and a metal skull wreathed in flames. The machine was about to vaporize Green Arrow, but was saved when Lantern flew in and picked him up.**

**"There's some people over by the cliff!" the archer pointed to where some civilians and soldiers had indeed been cornered at a cliff. The only thing stopping them from escaping to the adjacent hillside was an enormous crevasse.**

**"I'll try to drain it!" Captain Atom flew off, with Supergirl right behind him and T-Bone and Razor behind them in the TurboKat.**

**"I'll work on getting those people out of there!" Spider-Man swinged in low from a web line, before landing at the edge of the cliff. His Ultimatrix show up and the dial rise up and he slapped the dial down.**

**"BLOXX!" the building-block alien stretched himself out, creating support struts and handrails along the way, until he made a perfect bridge. His head grew out of one side of the bridge and he yelled at the closest man. "Go! Run for it!"**

**The man in question put a tentative foot on the bridge, but when it held solid, he smiled and waved the others forward. Green Lantern and Arrow stayed nearby, in case the robot returned from its battle with Supergirl, Captain Atom, the Swat Kats, and Pegasus. As the people ran across him, Bloxx noticed Captain Atom pulling the fiery energy out of the robot. The metal monster to tried to attack him, but with more energy drained than generated, it fell to its knees. Unfortunately, Captain Atom must have reached his limit, because a small explosion erupted from his hands, and he fell to the ground.**

**Supergirl flew down to check on him, then attacked the robot. Surprisingly, it was able to withstand her attacks, then smacked her into a hill. She shook her head to clear it, but instead of returning to the fight, she flew back to where people were still streaming across Bloxx, and lifted a truck full of soldiers to the other side.**

**In a few colossal steps, the robot was upon them. It was now a race to see what would happen first: whether the innocent people would get to safety, or the robot would vaporize them all. The robot pointed one of its cannons straight at Bloxx and fired. Green Lantern created a shield to block the energy beam, and for a moment, it held. But the shield began to crack, then shattered, just as the last person made it to safety guided by Pegasus and Pikachu. Even though he was only grazed, the beam's power was more than enough to leave him unconscious and covered in radiation burns.**

**The rest of the beam, however, struck Bloxx. The bridge shattered, and as it fell into the crevasse, the largest piece reforming into Bloxx's normal form. Before he could turn into something that could fly, he bounced off of the cliff wall and shattered. Before his pieces fell onto the ground below, the last thing he heard was Supergirl and Madoka's voices.**

**"SPIDEY!"**

**...**

**Spidey awoke with a terrible headache. "I've got to stop falling off of high places; it's really bad for my health."**

**He glanced up. It was completely dark; he must have been out for a while. Then he remembered: he'd shattered into pieces! How was he still alive? Had he regenerated as Bloxx before transforming back? That was odd; usually, he transformed back when he was knocked out. Maybe it was an ability of Bloxx's species or something. He pushed that thought aside; now he needed to find the others. He jumped and crawl up to the cliff.**

**"Now where to find them?" Spidey asked himself and suddenly his hunter skills of Connor Kenway came in into play and he jumped up and shot out a web line to the sky and headed towards where the Javelin and TurboKat was. Thanks to his web shooters and gym like abilities speed, he reached it only a few minutes; thankfully, it was still there.**

**When he reached the base of the ramp his mask removed to the neck line, but he heard shouting. Concerned, he rushed up the ramp and saw Green Arrow and Captain Atom face-to-face, only barely separated by Supergirl, T-Bone, Razor, Pegasus, and Pikachu who was on Supergirl's shoulder.**

**"Hey!" she shouted, "There's a giant robot on the loose and we've got a teammate missing, so either stop playing alpha-male smack down, or we'll take care of this ourselves."**

**"Wait a minute, who went missing?"**

**The seven heroes froze, then turned to find a grinning Spidey Parker/Spider-Man leaning against the wall with his blue and red cap backwards. To Green Arrow and Captain Atom, there was a young man in a black/red/blue spider themed costume with a blue and red cap backwards that they'd never seen before. To Supergirl and Pikachu, there was a friend that they'd begun to think was gone forever.**

**"Spidey..." she whispered, then flung herself forward. "SPIDEY!"**

**"Pikachu!" Pikachu agreed and ran at his pal.**

**Spidey prepared himself for another one of Kara's bone-crushing hugs, but it never came. Instead, while she wrapped her arms around him tightly, it wasn't an uncontrollable hug of enthusiasm; it was as if she held him just to make sure that he was real, that he wasn't a ghost even his little buddy got in the action. He gently returned the embrace.**

**"Don't worry," he said soothingly, "I'm okay."**

**Supergirl let go, then wiped a few stray tears away. "Don't ever scare me like that again or even your friends!"**

**"I'll do my best to avoid getting blasted by giant radiation-robots and getting thrown off cliffs." Kara punched him in the arm. "Ow! What the monk was that for?"**

**Supergirl rolled her eyes, but said nothing. Green Arrow, on the other hand...**

**"Who the heck are you?"**

**Spidey sighed as Pikachu hopped on Spidey's shoulder. "Okay, short version; that shapeshifting guy and Spider-Man with all the different powers is me; I can turn into aliens from another universe and got spider powers." Spidey tilted his head, as if in thought. "Don't tell anyone, would you?"**

**Arrow gave a lazy salute. "Superhero's honor."**

**"So, said Spidey, looking around, "where's Lantern?"**

**The mood instantly changed. The smiles turned into depressed frowns. Captain Atom stepped to the side; lying in the infirmary bed was Green Lantern. His body was covered in bandages. Anything not wrapped in gauze showed cuts, bruises and burns. Spidey's eyes widened; he hadn't expected the Lantern to be that injured.**

**"What do we do now?" Captain Atom's question snapped Spidey back to the others.**

**"Well, we know that a head-on attack isn't going to do squat; we need to find who built it. If they can create something that powerful, they would need a way to stop it, right?" Spidey's question seemed reasonable to the others.**

**"I saw some guys in hazmat suits in the village nearby," said Green Arrow, "They should know something."**

**"Thought you weren't on the team?" growled Captain Atom.**

**"Hey," interrupted Madoka before another fight broke out, "we could use all the help we can get."**

**Captain Atom stared at the archer for a moment. "Okay, but I'm gonna be too busy to cover your sorry..."**

**"Wouldn't ask you to." Came Green Arrow's response.**

**Spider-Man, Pegasus, T-Bone, and Jake sighed. They could hope that the two would stop butting heads; either that, or stay far away from each other.**

**...**

**In the smoking ruins of the village, soldiers kept watch over men in hazmat suits checked the area with Geiger counters and muttered to each other in worried tones. They took a step back as Supergirl, Green Arrow, Captain, Spider-Man, Pegasus, T-Bone, and Jake and Pikachu on Spidey's shoulder stepped forward.**

**"What are we up against?" Captain Atom asked a hazmat-wearing man.**

**When he didn't answer, Supergirl said, "He asked you a question!"**

**Before the man could say anything, a soldier barked, "Don't answer them! That's classified inform-ah!" He was interrupted when Supergirl lifted him up by the front of his body armor.**

**"I've just about had it with you guys!" She glared at the soldier. "You've got to the count of five. One. Four." Her eyes began to glow red as she charged her heat vision. The soldier's uniform began to smoke.**

**"I'd speak up if I were you." Said Captain Atom.**

**"Yeah," added T-Bone, "it might be better for your health."**

**"It was supposed to be our protector." The hazmat-wearing man sat down and pulled off his helmet. His face was covered with radiation burns. "It was supposed to protect us from the foreigners." Seeing as they were finally getting some answers, Supergirl lowered the soldier, who ran off in fear.**

**Green Arrow knelt in front of the burned man. "But then you lost control of it, is that what happened?"**

**The man nodded, then looked in the direction of several other men in hazmat suits. One of them pulled a gray rod out of a crate. "We have carbon rod dampeners. But we couldn't get close enough to put them in."**

**Captain Atom looked down at the man. "Where's its reactor?"**

**"The front of the upper torso. But it's too hot; you won't make it."**

**"I'll worry about that."**

**Spider-Man rubbed his chin thoughtfully. "Hey guys," the three heroes turned to Spidey and his friends. "We think we're got a plan."**

**...**

**The heroes flew, web swing in the direction of the robot, Green Arrow being carried by Supergirl, T-Bone and Jake in the TurboKat, Spidey carrying Madoka and Pikachu on his back. They landed far enough away that the rampaging machine couldn't see them.**

**"So," said the archer, "what's this plan of yours, kid?"**

**Spidey smiled. "Okay, first we're getting behind it; once we do, Madoka will hold it still for as long as she can. While we're doing that, Captain Atom flies up to the reactor and shoves the carbon rod inside; that should kill it. Supergirl, T-Bone, Razor, stick with the Captain; whatever he needs y'all to do, do it."**

**"Got it." Supergirl's cocky smile was back. She was certain that they'd win.**

**Spider-Man turned back to Green Arrow. "As for you, take a couple of the rods from Captain Atom; if something goes wrong, you're our backup. If you have a shot, take it. If it doesn't work I can destroyed completely."**

**Green Arrow considered this as he accepted a couple of the carbon rods from Captain Atom; it seemed like a good plan, expect...**

**"How are you gonna hold something that big?"**

**Spidey only smiled and got out his Beyblade Dragoon V, launcher and ripcord put them together and took out the wind up tool for the engine gear and rev it up like a rubber band and put the ripcord in the blue left spinner launcher. Show it to Green Arrow and Captain Atom. "You'll see with this Dragoon V!" Then he put it on the launcher and Madoka got out her Beyblade and launcher and put them together and aimed them at the robot.**

**Green Arrow raised an eyebrow. "How are you two gonna stop it with those?"**

**Spidey and Madoka smiled behind their masks. "Oh, this is just to ripped it up without it noticing them." They turned to look at the robot, which was destroying everything around it.**

**"Are y'all sure about this?" Green Arrow asked, "If y'all get too close, the heat could fry you."**

**"I know." Was all that Captain Atom said.**

**"We're been through worse." Said Spider-Man, shrugging still aiming the launcher and gripped the ripcord and ripstring. As two super powered and humanoid Kats prepared to move out, Green Arrow called out.**

**"Captain!" Captain Atom turned to see the archer holding out his hand. He stared at it for a moment, then shook it.**

**Spider-Man and Pegasus smiled at the solidarity. "LET IT RIP!" In a pulled of the ripcord and ripstring, releasing their Beyblades, they rushed towards the robot.**

**Captain Atom and Supergirl flew towards the robot with the Swat Kats in the TurboKat, the carbon rods tucked under Captain Atom's arm.**

**"Try to distract it!" he called out, "It'll give them more time to get into position!"**

**"Roger that!" Captain Atom raised an eyebrow when he repeated his own words from earlier. Supergirl, in turn, winked at him and flew ahead. She moved in front of the robot's eyes. "Hey! Butane-breath!" The robot fired one of its cannons at her, which she dodged. Captain Atom and the Swat Kats hovered out of its line of sight, ready for Spider-Man and Pegasus to do whatever he was planning.**

**Speaking of them, they had actually run farther with Dragoon and Pegasus than they'd needed to. They hadn't been expecting to move so quickly! They must have gone twice as fast as normal! What the heck is going on? They wondered. (To answered that question because their Beyblades gave them upgrades to their speed.) Deciding to put their questions on hold again, they rushed back until they were only a couple hundred feet away from the robot, Now's as good a time as any, he thought. "Dragoon come on out after I changed." As he activated the Ultimatrix and slammed it down. The beyblade's Bit-Chip glowed bright blue.**

**A flash of green light and blue light, bigger than any seen thus far by the heroes expect for the Swat Kats and Pegasus and the beyblades illuminated the area. Once it faded, the biggest living creature they'd ever seen pumped a fist. It was huge along with a massive blue Dragon by him, even taller than the robot! It was white, muscular body, with red running down parts of the chest, shoulder, arms, legs, and part of the face. A massive horn rose out of the top of its head.**

**"WAY BIG!" The creature's voice alone was enough to shake anything near him.**

**Dragoon unleash an loud roar shake the grounds with its roar and glared with its Sun-like jewel eyes and his silver claws glinting in the night. Then Madoka with Pikachu on her shoulder rode on Pegasus the white winged horse as he neighed with his wings flapping like a bird.**

**"Whoa." Supergirl stared. She couldn't believe it; Spidey had something like that up his sleeve the entire time even Dragoon's size is a sight and looks quite powerful.**

**"Okay, scrapheap, let's rumble!" Way Big lunged forward with Dragoon, wrapping his enormous arms and Dragoon wrapped his body around the robot's cannons from behind, ignoring the intense heat coming from the thing. "Captain! Do it now!"**

**Captain Atom nodded, then flew at the monster's reactor. The guy from the village had been right; the heat was so intense that the air around the Captain's body began to ignite. He fought through the pain, until he was right in front of the reactor; he raised a carbon rod. However, the robot looked down, and shot a short blast of energy from its eyes; the blast sent Captain Atom to the ground. Then the robot jerked its head back, slamming Way Big in the throat and shook Dragoon off of him.**

**As the giant alien fell backwards, the robot pointed one cannon at him and Dragoon, and the other at the downed Captain Atom. It fired both beams simultaneously; Way Big was knocked a hundred feet back while Dragoon follow him, while Captain Atom was left at the bottom a crater.**

**As Captain Atom crawled out of the crater, his eyes widened in fear when he saw a rip in his containment suit; he knew what would happen next. He flew into the air, trying to put as much distance between himself and his teammates. He managed to reach the lower atmosphere...and then he exploded. An enormous ball of blue energy lit up the sky, while Supergirl, Green Arrow, Swat Kats, Pegasus, Pikachu, Way Big and Dragoon looked on in horror.**

**In a rage, Supergirl charged at the robot, not caring if her attacks had been ineffective the last time she'd fought the thing. In response, the robot slammed its arm into her, knocking her into a hill.**

**Green Arrow gritted his teeth, then looked at the carbon rod in his hands. This thing is never gonna fly straight, he thought. Thinking quickly, he snapped it in half. Taking one half, he used some spare bowstring in his belt and wrapped the rod to one of his arrows. He looked up just in time to see a very large cannon pointed in his direction. He began to run...**

**Way Big, Dragoon, T-Bone, Jake, Pegasus, and Pikachu saw the cannon fire, and a massive explosion lit the area. Their eyes widened. In the span of just a couple of minutes, they'd lost two teammates. For a moment, they were back in their own universe, back in New York City; Spidey and Madoka saw their destroyed home along with the Swat Kats, saw their dead friends and loved ones. They looked at the robot, but all they saw was him.**

**"Dragoon! Evolution Storm!" Dragoon roar and he flew at the robot the beyblade tilted almost to the ground but still spinning and the bey goes around the robot as its glows dark blue and a massive tornado surrounding him, the tornado spinning around the robot preventing the robot firing out from the tornado and Way Big rushed the robot through the tornado, slamming both massive fists against its shoulders; the robot was driven to its knees, losing its glow as the tornado sucking all the oxygen from it. Way Big and Dragoon began punching, clawing the machine over and over. "Not again!" he shouted, "NOT FUCKING AGAIN THIS TIME!"**

**"Kid, move!"**

**The tornado ceased and Way Big and Dragoon turned their head to see a dead man. Standing on a tall rock, his costume torn and his hat missing, was Green Arrow! Somehow, he'd been able to stay out of most of the blast. He drew back his bowstring and aimed his carbon-rod-tipped arrow; they dove to the side.**

**"Say 'ah', dirtbag." Green Arrow took the shot. The arrow flew straight and true, directly into the reactor. The robot let out a final roar but not loud as Dragoon's roar as it powered down.**

**With a roar of her own, Supergirl flew up and delivered a powerful uppercut, while Way Big drove his fist towards the robot's chest with all of his strength. The robot was decapitated just as its heart was ripped out and Way Big threw it to the ground and stomp a mud hole on it. The Swat Kats, Pegasus, Pikachu, Dragoon, Way Big, and Supergirl looked down at Green Arrow, who fell to his knees and gave a tired wave. It was over.**

**...**

**The seven made their way to the Javelin, where Spidey turned back to normal and caught Dragoon in his hand but held it in his left hand after he went back in its beyblade's Bit-Chip and Madoka caught Pegasus and put him back in her container. After letting a now-conscious Green Lantern know about what happened, Spidey flew the Javelin with the TurboKat following back to the Watchtower.**

**"The controls are pretty close to the ones on the Rustbucket Three and the TurboKat(which he flew once during his adventures)." Was his only explanation.**

**Once onboard, Spidey still in his spider suit, while the two Greens were taken away for medical treatment. Spider-Man sat at the base of the ramp with his friends and looked at Dragoon in his hand, Supergirl next to them.**

**"You okay, Spidey?"**

**Spider-Man said nothing for a moment. "No, I'm not. It's never easy to lose people, Kara; not even people you've only known for a day."**

**For a few minutes, the six said nothing, lost in their own private thoughts. The quiet didn't last long, as Green Lantern showed up. He was battered and in a hover chair, but his condition had definitely improved.**

**"Come with me," he said, "there's someone who probably wants to see you."**

**Supergirl, T-Bone, Jake, Pikachu, Pegasus, and Spider-Man looked at each other, curious, but obediently followed. They traveled to the science wing of the Watchtower, where any technological or chemical needs were met for any Leaguer that required it. Once there, they looked through a window to see several men in radiation suits and a large machine that was pumping blue energy into a suit; a very familiar suit...**

**"Captain Atom?" Spider-Man asked, not daring to hope.**

**Green Lantern nodded. "J'onn had a team pick him up right after it happened, so he didn't lose much of his energy."**

**Spidey and his friends let out a huge sigh of relief; they hadn't lost anyone else. They hadn't failed again. They saw half-filled containment suit lift an arm and give a weak thumbs-up, which they and Supergirl returned.**

**"At least he got a new suit out of it." Said Supergirl.**

**"Yeah," agreed Spider-Man, "let's just hope that the new one is more tear-proof."**

**"All right, Spidey, Madoka, Chance, and Jake, y'all had a long first day," said Green Lantern, "why don't y'all head home and get some rest. We'll bring y'all back up tomorrow."**

**They nodded. "Okay, sure; We'll see you both then. Good night."**

**"Good night!" Called out Supergirl. She turned to Green Lantern with a smirk. "So, aren't you gonna give me the 'you did good' speech?"**

**Green Lantern glared at her. "You're headstrong, unprofessional and overconfident. If Spidey, Madoka, Chance, and Jake hadn't been around, what do you think might have happened? For all we know, you could have started an international incident; you could have gotten some killed! If you ever act like that on a mission again, I will personally see to it that you are kicked out of the League. I don't care who your cousin is." He turned his chair and moved away, then stopped. He looked at Supergirl's crestfallen face.**

**"And incidentally," he added, "you did good." Then he left. Supergirl looked stunned for a moment; then a bit of her smile returned.**

**...**

**As Spider-Man, Pegasus, Pikachu, T-Bone, and Jake headed to the hanger, they passed by the locker rooms and noticed Batman leaning against a wall. Curious as to what Dark Knight was doing, they hid behind a wall to stay out of sight. The door to the showers opened, and Green Arrow walked out in a towel.**

**"Well, if it isn't the monster-killer." Batman had a small smile on his face.**

**"I was lucky," said the archer, looking down, "so was everybody else. Still don't think I belong up here."**

**"That's the point," replied Batman, "someone like you will keep us honest."**

**"Gee, Bats, I don't know; don't get me wrong, I enjoy a good radiation burn as much as the next guy, but I don't think... that..." Green Arrow's voice trailed off.**

**Spider-Man, Pegasus, T-Bone, and Jake followed his gaze, until their eyes landed on a beautiful woman on the woman's side of the locker room. Black Canary was her superhero name, if the Blade Breakers remembered correctly. Right now she was slowly putting on her boots. Glancing back, the Blade Breakers could swear that Arrow was drooling.**

**"So," said Batman, "see you around?"**

**Green Arrow smiled. "You just might."**

**They smiled as they resumed their way to the hanger with the TurboKat is at; to them, joining the Justice League was looking to be a better choice all the time.**


	6. Chapter 6

**Spider-Man: Unlimited**

**In The Interim: Fitting In, Part 1**

**New York City, 3 Months Before Initiation**

**As Spidey, Chance, Madoka, Jake, and Pikachu watched Clark and Diana leave, they had some trouble thinking clearly. They could only marvel at their new positions in life. They were members of the Justice League! Sure, the League wouldn't actually be meeting until a few more months, but they were still a part of it. It was odd; until yesterday, they'd felt alone. Yes, they had become friends with the League, with the Kents and with Kara, but they'd still felt isolated; now they were a part of something. They belonged as heroes.**

**They went back into their kitchen and grabbed some leftovers from the night before. As they began to eat, their minds began to wander. What will these new members be like? Will they all have powers, or will some be like Batman and Chance and Jake? I wonder what our friends would say about this?**

**Thinking about the Avengers and his mother and his friends dampened their spirits somewhat. They still thought about them, his father, his friends, and MJ often; many times, they'd miss them so much that it would ache. They'd just wanted to keep them safe, and then they were gone. And they had them to blame for it all. If if hadn't been for them, they'd be alive; MJ would still be alive.**

**Spidey stopped eating and just stared at the table for a while, thinking about her. Sure, they'd had their rough spots in their relationship, but those had been smoothed out years ago. They had even been talking about moving in together when they went to college; unfortunately, JJ had made Spider-Man so despised on his Earth that no college would accept him.**

**Spidey's thougths spiraled lower and lower, and he lost track of time; before he and his friends heard the Klaxon going off in the house. They ate the rest of their food as quickly as they could, then Chance and Jake head for their room and head down the poles to the hanger and Spidey and Madoka head out of the balcony and activated their watches and Pikachu hid in the backpack and their costumes came on quickly and jumped off the railing as they do the leap of faith like the Assassin's. Spider-Man grabbed Pegasus and sticked her to his back and the TurboKat flew out into the sky and Spidey shot out a web line to the sky and swung. As they flew, swing over the city, they silently thanked Batman again for setting them up here. There was hardly any crime, and it seemed that accidents were uncommon. It hardly needed a superhero.**

**Their thoughts were interrupted when they heard the sound of gunfire. "Damn you, Murphy's Law," Spidey muttered. He jumped off of the web line and did some flips in the air while T-Bone flew down to where several police officers were taking cover behind their patrol cars, dodging shots coming from the building in front of them, so T-Bone and Razor landed the TurboKat away from the building and got out their Glovatrix from a compartment in the jet and they and Spider-Man and Pegasus heads towards the partol cars.**

**"What's the situation, officers?"**

**One of the cops moved over to them, staying low as they did so. One other positive aspect of this universe was that the police were a lot nicer to them.**

**"We've got a hostage situation," said the officer, "the guy's using a woman as a human shield, and he's taking potshots at us."**

**They nodded, pleased that the police were willing to work with them. "If you can keep his attention, Spider-Man can get behind him and take him down."**

**"Are y'all sure?" The officer didn't ask out of skepticism, he'd seen many of their moves or Spider-Man's Ultimatrix changes into anything had; he was more concerened with the hostage.**

**"We're positive."**

**The officer felt a little better. So far, the Blade Breakers hadn't let anyone down. "Go for it."**

**Spider-Man grabbed T-Bone and Razor by the waists and he and Pegasus jumped on top of the building and landed on the roof. T-Bone and Razor aimed their Glovatrixs on the roof. "Shedder missiles deployed!" With that, 10 mini missiles red and blue shot out, opening up and chain saw style blades starting buzzing into the roof ceiling opening an hole on top and the hole was done and Madoka lifted the stone from the roof with her mind and lay it gently on the ground and they go in and Spidey turns on his Stealth mode you can only a swirling blue circle and white eye pieces and emerging when they reached the room with the gunman.**

**Sliently, they peeked around a wall, seeing the guy shooting out of a window. Held in front of him was a young woman, probably in her early twenties. She was clearly distressed, not being helped by the fact that her kidnapper was laughing like a maniac.**

**Spidey turned off his Stealth mode and got out his bullwhip and waited; they'd need to time this just right. As the gunman reached out to fire again, Spidey jumped into the room as the others waited as fast as he could and unraveled his whip and flicked it at the pistol. The whip cracked as it tightly wrapped around the pistol and Spidey was so glad that his bullwhip was giving to him as a Christmas present from Indiana Jones and his signature hat from him to Spidey. He reeled back his whip and swinged it out of the window and wounded up the whip in a coil hold and clipped it back on his belt. The would-be murderer jumped back, releasing his hold on his hostage as he did so. The woman fell to the floor and crawled away and hid behind Spider-Man.**

**"I don't know who are you," the maniac snarled as he drew a large knife, "but I'm gonna kill you!"**

**Spider-Man rolled his eyes. "Man, I've heard that so many in movies. So, come at me like a little bitch you are."**

**Yelling incoherently, the man rushed at Spider-Man and slashed his knife horizontally across Spider-Man. The woman screamed but then Spidey bended backwards inhuman style.**

**Spider-Man stood up and laughed maliciously at him. "Bad move dude." Spidey said and jumped back and shot his leg up knocking him for a loop with a SWEET CHIN MUSIC super kick to the chin; the man flew back from Spider-Man and collaspsed to the floor, twitching a few times after the kick delivered a shocked super kick, then lay still. Spidey's friends check on the man's pulse, while Spider-Man walked to the freed hostage.**

**"Are you okay, Miss?"**

**The young woman nodded. "Y-yes, I'm all right, he didn't hurt me."**

**Spider-Man nodded. "That's good; hey, if it's okay with you, we'll stay here until the police get up here."**

**"T-that's fine. Um, thanks for saving me."**

**Spider-Man smiled. "No problem; it's what we do."**

**The woman smiled back, a little freaked out that her life had been saved by a human spider in a spider themed costume, but grateful nonetheless. The police arrived a few minutes later to take the man into custody, and take the woman to be looked over by paramedics. The four heroes receiving thanks from both police and bystanders as they left.**

**...**

**The rest of Spider-Man, Pegasus, T-Bone and Jake's patrol around the city was quiet; no accidents, no crimes to stop, nothing. After finishing their ritual post-patrol chili dogs, they headed back home and after they were in the underground hanger. They considered going back out again when they realized they had nothing to do and shut down their costumes and put up their costumes, when Spidey's cell phone rang with a John Cena theme song ringtone to it and put it on speaker phone.**

**"Hello?"**

**"Master Spidey, Chance, and Jake and Miss Madoka," came a familiar voice, "I trust that y'all are well?"**

**"Alfred?" Why was Bruce Wayne's butler calling them? "We're fine; what's up?"**

**"Master Bruce will be away from Gotham City for a few days; he would like for y'all to come here and cover for him at his 'work'."**

**Spidey, Madoka, Chance, Jake, and Pikachu knew what kind of work Alfred was talking about, considering they had no idea how to run a multinational corporation. They did, however, find it odd that Batman wanted them to cover his crime-fighting duties.**

**"We'll be right over."**

**"Excellent. I will let Master Bruce know, and prepare rooms at Wayne Manor for y'all."**

**"Thanks, Alfred, we'll see you soon. Everyone I suggest bring the Lambo for this one." With that, Spidey hung up. After shrinking the TurboKat in the red bag and got in the car and they headed out of the hanger and headed for Gotham with the 6.5 liter V12 engine roaring like a lone wolf.**

**...**

**Gotham City, Wayne Manor**

**Spidey drove through the forest outside the Wayne estate. As they slowly in the car approached the gate, it opened, almost as if someone were watching them approach.**

**'Because that's not creepy at all,' Spidey thought.**

**Spidey stopped the car in front of the Manor front door and they got out of it and they walked up to the door and knocked. A moment later, a young boy, probably in his early teens, opened it.**

**"Are you Spidey, Madoka, Chance, and Jake?" the kid's eyes were full of suspicion.**

**"Yeah?" they didn't know what to think of this kid. He seemed way too tense for his age.**

**"Show me the Ultimatrix and morphers."**

**Spidey and his friends were shocked that he knew about the watches. Then again, he was in Bruce Wayne's house, maybe he was Robin; they'd seen them a couple of times on the news, and he was the right height.**

**He and Madoka raised their left arm and right arms and Spidey put down the sleeves on his jacket. "Satisfied?"**

**The boy's frown remained, but he gestured them for them to come inside. When the door closed, the frown turned into a grin.**

**"I've seen y'all on the news; y'all are awesome!"**

**They blinked. They'd expected anyone near Batman to be a lot more subdued. The boy held out his hand. "Tim Drake. Robin."**

**After giving themselves a mental pat on the back for guessing right, they shook Tim's hand one at a time.**

**"Come on," Tim continued, "Barbara needs to see us in the Batcave."**

**"Who's Barbara?"**

**Tim froze. "Oh, crap. I wasn't supposed to say who she was. Okay, she's Batgirl, but don't call her by her real name unless she tells y'all herself. Okay? I don't want her to hurt me."**

**They smiled. "No problem."**

**The five headed to the Batcave, waving to Alfred on the way; the aging butler merely smiled back.**

**Once in the Batcave, Spidey, Pikachu, Madoka, Chance, and Jake saw someone sitting at the computer. It was a young woman in a costume similar to Batman's. They noticed that her mask didn't connect to her cape; instead, it only covered her face and the top of her head, allowing her long red hair to flor over her cape. Batgirl turned around.**

**"Hey, Tim," she looked at Spidey, Chance, Madoka, Pikachu, and Jake. "And y'all must be the Blade Breakers; Batman told us about y'all."**

**Spidey smirked. "Wow, who knew Batman was a gossip?"**

**To the three with Spidey surprise, Batgirl laughed. "Yeah, I think he said four sentences regarding y'all; that must be a new record for him."**

**They rolled their eyes. "So, why we were called here?" They enjoyed casual conversation, but they weren't on vacation; Batman needed them for something, and they wanted to know what.**

**Both Batgirl and Tim looked a little upset. "Bruce is away for a meeting overseas," said Batgirl, "he wants you four to help patrol Gotham while he was away."**

**"It's not fair!" exclaimed Tim, "He doesn't trust us enough to take care of things for a couple of days without him!"**

**Spidey and his friends thought about it; that really didn't seem all that fair to them, either. Why would Batman not trust the people who knew his greatest secret with patrolling the city for a day or two?**

**"Well, we'll sorry; we can leave if you want."**

**Batgirl waved if off. "Forget it; our problem is with Batman, not y'all." Then an alert beeped on the computer. Batgirl turned her attention to the screen. "Robbery on twenty-ninth street. Police are en route."**

**"Come on," said Tim, "I feel a need to hit something."**

**Batgirl nodded. "Suit up." She glanced at them. "All of you."**

**Spidey and Madoka activated their nanotech suits and quickly got on them and Chance and Jake stripped off of their clothes and into T-Bone and Razor and masks not covering their mouths, gloves, and helmet even their Glovetrixs and they're Spider-Man, Pegasus, T-Bone, and Razor.**

**Batgirl looked their costumes up and down. "Not bad, you guys fit right in here in this town."**

**They smiled. "Thanks."**

**Robin came in a moment later, now in his costume; he seemed take aback their appearances, but he quickly got over it. He and Batgirl got on motorcycles and headed down a tunnel leading out of the Batcave. T-Bone and Razor got out the double seated Cyclotron which was a large blue and red motorcycle while Spidey grabbed Madoka and she held on his back as he web swinging and they hurried after them.**

**...**

**When the group reached the crime scene, the thieves had already left, and the police were taping off the area. The officers noticed them approahc and, while they gave nods of greeting towards Batgirl and Robin, they were a little wary of Spider-Man, Pegasus, T-Bone, Razor, and Pikachu. The only reason that they weren't drawing guns on them was because Batgirl told them that they were with them.**

**The Blade Breakers looked at the store. The window was shattered and from what they could tell from their positions, a lot of the jewelry had been taken.**

**"Aw, great," whined Robin, "Bullock is here." T-Bone and Razor noticed a particularly large detective walkings towards them.**

**"Oh, whoopee, the kids are here," Bullcok was clearly unhappy to see them. He raised an eyebrow at the Blade Breakers. "And you brought even more freaks. Great, like I don't need another headache." Before anyone could respond, he turned on his heel and walked away.**

**"Well, he seemed likable enough." Spider-Man's sarcastic remark brought smirks from his friends, Batgirl, Robin and a few of the officers that heard him.**

**"Come on," said Batgirl, "we need to take a look at the crime scene." Batgirl and Robin walked through the door, the others followed them.**

**The two partners of Batman walked around the jewelry store, checking out every nook and cranny. Spider-Man, Pegasus, T-Bone, and Razor could tell that they were well trained; they left no stone unturned. After a few minutes, they came back to them.**

**"Well we know what was stolen..." began Batgirl.**

**"We know when the jewelry was stolen..." continued Robin.**

**"And we know how it was stolen, but we can't figure out who stole it!" finished Batgirl.**

**"Ha! I knew someday that one of you caped freaks would screw up!" the seven turned to see Bullock leaning against the doorframe with a smug grin on his face.**

**"Hmm...maybe not," said Spider-Man, "I've got an idea."**

**Bullock raised an eyebrow as Spidey activated the Ultimatrix and Pikachu jumped to Madoka's shoulder and slapped down the dial, then covered his eyes as a bright green flash lit up the store.**

**"CLOCKWORK!"**

**All three of the people in the store had wide eyes as a copper robot appeared in front of them expect for his friends.**

**"What the heck is this?!" asked Bullock.**

**"Hang on," said Clockwork, "I'm going to try something." The winder on top of his head began to spin, and the room took on a green hue. The store had an afterimage placed on it; this afterimage showed the interior of the store completely undamaged.**

**"I can look into, and even show past events to others." If Clockwork had a mouth, he'd have been grinning at Bullock; the detective's mouth had hit the floor. Batgirl and Robin had done a much better job of staying composed, but they still looked impressed. Even his friends smirked.**

**The afterimage of the window shattered as a sledgehammer flew through it. A woman as a jester did a back-flip and landed on her feet. After picking up her hammer, she proceeded to load a sack with the jewelry in the store.**

**"Harley!" Batgirl stared at the afterimage with narrowed eyes.**

**"Who?" asked T-Bone and Razor.**

**"Harley Quinn," explained Robin, "psycho, criminal, the Joker's bi..."**

**"Robin!" warned Batgirl.**

**"What?" asked Robin, "She is!"**

**While this was going, the afterimage of Harley was walking to the door.**

**"Oh no you don't," warned Bullock, "you ain't getting away!" he charged the image, but instead of tackling her like he expected, he passed right through her and hit his face against the floor.**

**"Um, dude?" said Clockwork, "This is just a replay of what happened; like a movie. You can't actually change what happened." Behind them, they could hear Batgirl and Robin snickering.**

**Bullock stood up and dusted himself off. "I knew that."**

**The afterimage faded, and Clockwork fell to his knees, panting slightly. Batgirl placed a hand on his shoulder.**

**"You okay?"**

**"I'm fine," said Clockwork, "but using time-related powers always drains me a bit even if I have superhuman stamina."**

**Batgirl smiled at him. "Don't worry, now we know who to look for. Bullock, would you put out an APB for Harley?"**

**"Yeah, yeah, sure." The detective sulked off.**

**"Oh, but we'll miss him," said T-Bone, "he was such a ray of sunshine."**

**The two other heroes laughed.**

**...**

**Later, at the Batcave, the six heroes sat down eating food that Alfred had brought. Unlike Batman, the younger heroes got distracted from their work without three meals a day. As they ate, Spidey, Chance, Jake, and Madoka had a thought.**

**"So, who's the Joker?"**

**The other two paused and glanced at each other; apparently this was a touchy subject.**

**"Think of the complete opposite of Batman," said Batgirl, "and then put him in a purple suit and clown makeup. That's the Joker."**

**Spidey shuddered a little even his friends. Then a realization hit them.**

**"I think we know why Batman sent us here."**

**Robin tilted his head. "You do?"**

**"Yeah; it's not because he doesn't trust the two of you. He's been working to help us a get a place, and he had to come up with a new identity for us, and that included writing death certificates for our family; I think that what happened to us opened old wounds, and he didn't want it to happen again." They looked at the two. "It's not about not trusting you. It's about losing you two."**

**Spidey knew what he was talking about when he said "old wounds". While adjusting to their new home, they had done some research on Mr. Wayne. They knew how his family had died. It had a tragic; his entire world had been shattered by a punk with a gun.**

**Batgirl and Robin looked down at the floor, ashamed that their trust in Batman was so easily shaken. Spidey and his friends were probably right; they were the closet thing that Bruce had to a family, and they had all nearly died during the Thanagarian invasion. Batman was bound to be a little protective for a while.**

**"I guess y'all right." Said Robin slowly.**

**They shrugged. "Hey, we might not know things right away, but when we do, we'll usually right."**

**Batgirl looked at Robin. "Let's play it safe until Bruce gets back." Robin nodded. Batgirl turned back to Spidey and his friends and pulled off her mask with one hand while offering them her other to shake. "By the way, I'm Barbara Gordon."**

**They smiled. "Nice to meet you, Barbara." They shook.**

**...**

**The next couple of days were pretty quiet; the worst that the six had to deal with were a few attempted muggings. Otherwise, they stayed at Wayne Manor. Normally, Barbara had to go ot college, but her school had a series of financial meetings between the teachers, so she was off for a few days.**

**They had tried to figure out what Harley Quinn had ben up to, but so far, no leads had come up. The rest of the time was spent training. They would battle five to two, and the other two would try to find ways of beating them. The ones that could have ninja like reflexes and better combat were the most difficult to fight. Still, the skill possessed by the two was undeniable; they knew that if they ever tried to fight them without skills or weapons or powers, they'd be toast.**

**When Batman finally returned, he gave a gruff thank-you, then told them to leave. Spidey and his friends said their goodbyes to Barbara, Tim, and Alfred, then headed home in the car. They didn't know why, but the more good that they did, the better they felt about this whole situation. Maybe it was because they were preventing other families from mourning.**

**...**

**After they left, Barbara Gordon pulled out her cell phone and dialed a number. After a few rings, the person on the other line picked up.**

**"Hello?" said a sleepy-sounding Kara Kent.**

**"Hey, Kara, it's Barbara."**

**"Oh, hi Babs, what's up?"**

**"You won't believe who just left Wayne Manor."**

**"Unless it's a cute boy, I really don't care; it's like four in the morning in Kansas right now."**

**"That depends; do you find Spidey Parker cute?"**

**There was a short silence on the other line; Barbara smiled as she imagined her friend's face reddening in embarrassment.**

**"Uh, Spidey was there? Why?" It could have been Barbara's imagination, but Kara sounded just a little too interested.**

**"Batman asked him and his friends to help out while he was away. I know, really not like them to ask for help, but let's just say it was kind of complicated. Anyway, they showed up, helped us out for a few days, and just left."**

**"How is he doing?" Barbara was a little thrown off by the question.**

**"Well, he seemed alright to me; there were a couple of times that he seemed, I don't know, off somehow. And he slept less than Batman would."**

**"Uh, how do you know how much he slept?" Now it was Barbara's turn to blush.**

**"It's not what you think!"**

**"What am I thinking?"**

**"Look, we're getting off-topic." Barbara took a breath. "For the most part, he seemed fine. He and his friends got along with Tim, and I think he's funny."**

**"Did they tell any stories about their adventures?"**

**"Plenty."**

**"They're done a lot, hadn't them?"**

**Okay, now Barbara could hear it in Kara's voice; she just had a little trouble believing it.**

**"Oh my god," she said, "you like him!"**

**"What!? I do not!"**

**"You totally do! You think he's cute, which he is, in my opinion, you care about his emotional state, and you went into 'suspicious-jealous mode' when I made that sleep comment!"**

**"...You think he's cute?"**

**"See! You just did it again!"**

**"Ugh! Babs, I'm not having this conversation right now; I'm going back to sleep!"**

**"Denial is the first step!" Barbara managed to call out before Kara hung up. After staring at her phone for a moment, Barbara began to think about it. There was just something about those two; she couldn't quite explain why, but Spidey and Kara just seemed like perfect match.**

**'This could be fun,' she thought.**


End file.
